It was very hard for her, the guilt of knowing that all this violence, all of her hurt friends, all of the danger… it was hard for her not to feel horrible at this situation that she had unknowingly brought on to people she has come to love over a short period of time.

"I'm so sorry!" Lucy bowed her head in shame after revealing to the entire guild that it was her father who hired Phantom Lord to attack them. "This… this is all my fault!" She said as tears started to fall down her face.

"No it is not." Makarov began sagely, doing his best to console the girl even though they were currently back in the basement of the guild. "Phantom Lord hated us for years, if not you, they would have found another reason to attack us eventually. There is no point in blaming yourself when it's not your fault."

Despite the kind words, Lucy still cried at the problems she had caused for such nice people. Mirajane was quick to try and console Lucy with a hug.

Makarov sighed at the sight. He really did mean it, no one blamed Lucy for any of this. Before he could try to explain it further, there was a familiar roar in the air above the Fairy Tail guild. "Kain has returned." Makarov said as he went out, prompting everyone to follow after him.

The wyvern rider had returned with an obvious nervous look on his face. The young man was known in the guild for having the most unflappable nature even in a guild filled with big personalities. To see him of all people look worried made everyone else feel dread.

"Kain, what is your report?" Makarov softly asked. Even though he did that, he was still heard by everyone around him with how unusually silent the loud and proud guild was.

The brunette with dark brown eyes shook his head. "I'm sorry, sir, it seems you're right. I checked with Ignis at least four other Phantom Lord guilds nearby the one we raided and… every one of them were empty to the point where even rats couldn't be found in them."

At least four of Phantom Lord's other branches were empty!?

Despite hearing that news, everyone was getting a bad feeling about what was really happening beyond Kain's scouting report. It appeared that Kain himself knew what everyone was thinking, but decided to spell out loud. "Sir, I think Jose is massing all of his members."

Without wasting a second, Makarov turned to his guild and threw out his hand. "Evacuate the city."

Those three words were all it took for everyone to look on with shock at their master before he turned to Nab. "Go to the mayor and order him a mass evacuation. Hurry!"

"R-Right!" The mage who usually dawdled in front of the job request was now bolting towards the door without a hint of hesitation.

"Everyone else, help out with evacuation! Later, meet back in the guild at sun set." Makarov said nothing more as he started walking out of the guild area and heading towards the back. "Kain, please follow me. We have much to discuss."

The young man nodded as he followed the master.

There was so much to say, but nothing was said. The rest of Fairy Tail went out the door to help out with evacuation.


Come sunset, all the members returned with the evacuation now handling itself.

Makarov was waiting at the back of Fairy Tail, watching the sunset.

Erza was the first to walk up to him when everyone returned. "Sir, Levy, Droy, and Jet have been sent to Porlyusica. She… sends her regards."

The small mage gave a faint smirk at the name of their old friend and medic. "It was basically her telling me how stupid I am, aren't I?"

The red haired mage said nothing, but that was more or less an understatement. Both of them knew that her actual words for Makarov were anything but simple. However, this was not the time to muse in how much his friend hadn't changed. Makarov turned to his guild.

"Thank you all for coming here. Oh? Éclair? Momon? I was under the impression you two would also leave this place with the others."

At the master's mention, the vagabond looked away and held her arm. Momon flew on to Éclair's shoulder and declared, "You guys helped us and took us in without question! We still haven't repaid your hospitality yet!"

"I appreciate it, but you don't need to stay here."

"We can still help!" Momon declared and pretty much spoke for the silent and somewhat shy newcomer.

"Thank you then." With that, the guild master turned back to everyone. "Now as I was saying, we face one of Fairy Tail's darkest moments yet. I had ordered the evacuation of the town because if Jose is doing what I think he's doing, there is no possible way for all of us to protect the civilians in the upcoming battle. If anyone wishes to evacuate with the civilians now is your chance, I will not look down on you for avoiding a bloody fight."

No one dared say anything or move from their spot.

"Hmph. Stubborn children. In that case, I've been talking over strategy with Kain."

"Uuhh, sir? You just stood there and told me to look at the map of Magnolia and its surroundings." The brunette said as he picked up a map.

"Wasn't that enough? I know you already had a few plans popped up in that head of yours." Makarov stated.

"Well… well yeah some. But still, we're basically outnumbered at least twenty to one! Even if we are better, how will we stopped being swarmed from all over!?" The wyvern rider asked in shock. "Does the town like have a defense system we can use?"

"It does." Makarov easily answered back.

At that, the brunette blinked and calmed down quite a lot. "Oh. Why didn't you say that sooner?" Kain asked earnestly while he didn't notice everyone else looking in surprise.

Wakkaba the smoke mage was first to call out what nearly everyone else was thinking. "Wait, we have a town defense system?"

"That's the first time we've heard of it!" Macao added in.

In response to others agreeing with the two,Makarov addressed them. "It's been decommissioned since The Second Trade War. It was the town's defense mechanism the First Guild Master, Second, and my father created to protect Magnolia at the time." Makarov stepped forward and pointed towards the direction of the church. "It's called the Thunder Palace."

"Thunder Palace huh?" Kain looked towards the elaborate cathedral in the distance. "But what does it do specifically? I need to know how it works in order to figure out a proper defense strategy!"

"I promise to tell you more about it. First, I asked you to start making teams. Please do so now."

"Teams?" Natsu asked in shock.

The young man from another dimension was quick to explain. "Master wanted me to organize everyone into temporary teams or groups or squad-whatever! We'll be spread out throughout the town with other mages to manage our defense and… Warren, are you here?" Kain looked over the crowd of people.

The raven haired telepath reluctantly raised his hand. "Uhh here? Yeah?"

"I need you to set up a massive link for Fairy Tail to message instantly to others. You, I, and Makarov will be overlooking command."

"Oh-Oh!" The telepathic mage was not expecting that. He placed his hands together and started concentrating. "It's done."

"Huh, tingly," Kain's voice echoed in everyone's mind. "Alright, for now, I'm going to begin assigning teams from Alpha to Zulu. There's going to be 26 teams so pay attention to who's with who."

Kain did so, pairing those who he thought would work well with each other and telling them which part of the town they were going to be stationed in accordance with their magic and abilities.

When he was done, Makarov ordered everyone to rest up and prepare before going to their stations at midnight.

However, Kain was quick to make one last announcement before they all started to leave.

"Wait, I would like to see the following before you leave: Erza, and Laki."

Erza wasn't really much of a surprise, but Laki Olietta was just as shocked as everyone for being called up.

Soon, the two women came up to Kain and by extent Makarov who was nearby the brunette.

"So uhh why was I called up to the spotlight?" The purple haired mage asked.

Kain turned towards the ground where the two females had noticed two books nearby Master Makarov that they didn't notice before. The young man picked them up, dusted them off a bit, and explained what they were. "Levy, Natsu, and I started transcribing the books we found with lost magic, but Levy only completed two of them… and these might suit you two the best."

With that, the wyvern rider handed a book to the two. "I think it would be a good idea to try and squeeze in some spells that you can before the day is over."

"Rune Enhancements?" Erza brought up her green book and opened the first page. "The ability to increase an attribute of a weapon by scripting runes on them… I see these would prove helpful to me."

Kain turned to the wood make mage. "Laki, you have wood magic, and well Levy thought this book could also include Droy, but seeing as he's…" Kain did not dare finish that sentence since everyone knew what he had meant. "I think you should be the first to read this spell book." The red book was handed over to the glasses wearing mage.

"Flora Majesty?" Laki read aloud the book's title before opening the first page. "In all honesty, my magic is more like Gray's than it is with Droy's." She said as she kept looking at the book and turned the page.

"Oh?" Kain raised his brow. "I'm sorry. I didn't know."

"No it's fine. I can still make some of these spells work." Laki closed her book and fixed her glasses. "By the time Phantom comes, they shall rue the day they messed with us!"

Kain nodded before looking to Erza. "Could you ask Natsu to teach Macao a few new fire spell from the book he's been reading? It might benefit him."

"He's right over there." Erza looked over to Natsu talking over to a sad looking Lucy.

"That… reminds me." Kain sighed as he walked up to the two. "Lucy, hey."

"Hey Kain." Lucy's usually lively voice was so dour and soft, even Natsu didn't seem to like it.

Seeing that, the boy from another dimension quickly spoke up. "Don't feel so bad. No one blames you for anything."

"Yeah, Lucy. We can handle these Phantom Losers easy!" Natsu smiled to try and bring back his friend's character back up.

"Natsu, by the way, I need you to try and teach Macao a few of the new fire spells you learned before tonight. We're going to need every advantage we can use for the upcoming fight."

"Huh? Okay." Natsu nodded before looking over to Lucy. Kain got what he was trying to say and turned to the blonde girl.

"Lucy, you'll be with Warren, Master Makarov, and I in command which we'll be stationed in the Cathedral."

"Sure…"

The wyvern rider looked back to the dragon slayer who then slowly made his way towards his older friend.

"Are you ready?" Makarov asked Lucy and Kain as Mirajane, Éclair, Momon, and Warren were right behind him.

They silently nodded before he started walking ahead. "I have to activate the Thunder Palace. Come with me all of you."

Eventually they were all lead into the Cathedral that was filled with benches and an elegant carpeted floor that lead up to the shrine in the end of the wall.

"There's something I should probably say, like how hiding a defense system inside a church seems a little unorthodox, but then again I have no idea how churches work in your world." Kain spoke up while he was looking around the place. However, while some people did appreciate a little levity to light up this heavy atmosphere, no one really knew how to start a conversation after that.

Soon, Makarov placed a hand on the tabernacle. As he did, a bright light started shinning from the temple and then from the very top of the shrine, it shown a light down into the center of the cathedral, revealing something like a blue hologram of the entire city of Magnolia.

Everyone, even outside of the cathedral, noticed around hundreds of floating lightning bolt spheres appeared around the city.

Makarov looked to Kain as he pointed to the many spheres that now appeared over Magnolia. "These spheres have the ability to launch stored amounts of electricity. The reason why The Thunder Palace was created was during the Second Trade War, there was a powerful enemy of Fairy Tail given the title, City Breaker, a powerful mage who commanded typhoons and thunder storms. These Lacrima were created by the First, the Second, and my father to absorb electrical energy and use it against anyone that tried to attack Magnolia at the time. Even long after the War, the Cathedral has always doubled as a lightning rod, storing a hundred years worth of storms in them. Needless to say the power within them is quite outstanding."

"Hey, Master?" Warren walked up to him with obvious confusion. "How come we've never heard of this until now?"

"Because while it is Magnolia's defense system, it was made during a time of war. The power it wields can kill a large army with ease if they don't have proper defense. While our war with Phantom Lord is going to be a hard fight, I'd rather not use this to kill people brought into a fight caused by two guild masters." Makarov began. "I activated it in hopes it would scare or ward Phantom Lord's large numbers away from the city."

It was good to know that even in a fight, Makarov wouldn't truly harm those he didn't deem worthy.

Kain looked up to the hologram. "Wow, this really does feel like a command center with how you can see nearly everything outside a hundred miles of Magnolia, was this also made in the Second Trade War?"

"Yes, made by my master, the Second Guild Master, Precht Gaebolg. Mavis had asked him to map out the area for a better home field advantage…." Makarov's tone suddenly became lower as he stood to face Kain completely.

"Uhh sir?" The brunette asked carefully as he noticed the solemn stare.

Without faltering, Makarov asked the young boy, "Kain, I want you to be Fairy Tail's Tactician in this upcoming battle."

Needless to say everyone was shocked at the words coming from their master's mouth, but no one was more surprised than Kain.

"What-What!? Me!? Why me!?" The young man cried out in shock. "If you're referring to my ideas, all of them were just used to get out of sticky situations! I know nearly nothing about war… okay maybe I played a few fictional games where they simulated war, but those were for fun and not at all serious!"

"If that's the case that makes you even more qualified than anyone else within miles." Makarov quietly began before he actually… bowed his head to Kain. "I know I'm asking a lot, but you're the only one who has a remote chance at leading us in the fight to come. Please, say you'll accept."

Kain nervously looked around before spotting the map of Magnolia. Seconds had passed, but they felt like eternity before the brunette finally said, "Alright. I'll do it."

However, Makarov's only response was a few words. "I truly am sorry."


Everything was set and everyone was in their positions, so now came the hardest thing of all:

Waiting.

The night was actually very beautiful as it usually was at Magnolia, only it felt far quieter with all civilians gone and nothing but the light of the stars, moon, and the Thunder Palace illuminating the giant city.

Fairy Tail at best had around a hundred mages. However, considering their opponents, they were nearly outnumbered twenty to one at least.

Not to mention, along with the Element Four and Black Steel Gajeel, Makarov had admitted in hearing lesser, but none the less capable mages in charge of Phantom Lord's Northern, Southern, Eastern, and Western Branches.

It was… disheartening to say the least.

But there were two people, besides perhaps Makarov, who were feeling absolutely bad about all of this.

One of them just so happened to be on the very top of the Cathedral, sitting right beside the giant bell, watching over all of Magnolia…

"The mountains in the north should give Bisca and Foxtrot Squad a good vantage point since they consist of our mages with the best long range magic. But I should send other teams to back her up if they get overwhelmed. The thing is though we're already spread thin as is even with us setting up the city with barricades and traps. I could actually send Alzack with his group since the two work well together, but I do need both of them as snipers in two different vantage areas. There's also the off chance a dozen or so mages attacking from the sea behind the guild. The Thunder Palace should basically deter any attack from the sea unless our enemies are suicidal, but seeing as how magic has a multitude of abilities, I have to factor the chance one of Phantom Lord's many mages finding a way past it through the water either. The question is will that be a proper wave or will they act like a sabotage or scouting group? Damn, to many variables while I still don't know enough!"

Kain continued to mutter as he scratched his head and marked even more scribbles on the seventeenth map he held. Seeing it nearly unreadable, he threw it away behind him, not knowing it hit someone's foot as it floated away.

"…"

The unwilling tactician sighed as he stopped making notes on a new map and put down his marker. "Hey, Lucy? What's up?" He turned his head towards the second friendly mage he met in this world.

"… I'm sorry." Kain turned around to see how amazingly guilty she was looking. Forget kicked puppy, it was like watching a tortured puppy that was slowly dying and you could do nothing but watch as the last of its life faded. "This… this is all my fault!" She felt the need to apologize again seeing how disturbed the young man looked.

"Don't worry about it. I've done some pretty stupid things too." The dimensionally displaced boy dismissed.

"How could you say that?! Levy… and everyone else…! They're… they're…." She started to sniff. "Maybe I should surrender myself to Phantom Lord."

Kain sighed. Rather than directly try to tell her she was wrong—even if she was—the young man understood what it was like to feel bad for one's self. "With all due respect, Lucy, I doubt Phantom Lord would stop the attack even if you did that. It was illegal for something like this to be done in the first place, so I don't think Jose is in the right mind for pulling out all the stops in this." Kain said which only made Lucy look at him with fear. "I'm sorry. I get snarky when I'm stressed." He sighed and leaned to a pillar on his right. "So, you really were related to Jude Heartifila."

"Yeah… unfortunately, I was." The blonde celestial mage answered softly before she noticed Kain patting the empty edge next to her, signaling her to sit with him. Seeing as there was no reason not to do so, she eventually sat beside him.

"Wow…" She gasped as she looked out to see Magnolia in all its splendor under the star lit sky. "This is such a beautiful view!"

"Huh. It is, isn't it? I only choose to be here because it was possibly the highest point in all of Magnolia." The wyvern rider responded as he looked out there then chuckled softly. "But yeah, it's as beautiful as the sunrise we saw back at that island… wow… the isle of the undead was literally a few days ago but already it feels like a lifetime."

"Ugh, I still want to do that magic Horus showed me I can do with my spirits. That reminds me, Aquarius has been… hounding… for you." Lucy nervously said. As she said this, a smile had re appeared on her face, a nervous one, but a smile none the less.

Kain groaned like that of a young rebellious teenager. "She's still mad about the things I said during the first Lullaby Event, isn't she?"

Lucy said nothing in response to that.

Kain blinked. "She's more than mad isn't she?"

The mage said nothing.

"She swore vengeance or worse the next time we met didn't she?"

The blonde was now starting to sweat.

"… Okay, Lucy, please do not summon her near me if at all possible and if you do, make sure I'm at least in my armor?"

"Yeah…" Lucy nervously agreed while silently trying to repress the trauma of her witnessing Aquarius' true feelings if she saw Kain once more.

"Haha…" The young adult with brown eyes started to let out some laughs. Until it started coming it with real, maniacal laughter that almost made him lose grip on the edge.

It was so spontaneous, so random, but so genuine that even Lucy began to laugh.

The two laughed while they were on top of Magnolia, forgetting about all the pressure and horror that was to come as the sun started to rise.

"Haha… whooo… I needed that. Thanks Lucy."

"I… I should be thanking you." Lucy laughed a few times before standing up and looking towards the guild. "Coming here to Fairy Tail was my best decision I ever made. I don't regret that, but I fear that I might have doomed you all because of it."

"Pssh! Lucy, take this from a guy who wasted like ten years of his life in self pity: blaming yourself doesn't do anything. From my personal experience, feeling sorry for yourself actually distracts you from doing the things that supposed to help you become a better person. Do you really think surrendering will make anyone happy even if we are—and I say this with implied air quotes—safe?"

Lucy thought about it carefully for a moment, her friends here would feel sad to actually see her go. She doubted her own father would be happy to have her back, and she herself wouldn't feel that way. "Well… no…"

Kain stood up and patted Lucy's shoulder. "The guild especially wouldn't be happy that they let one of their own go down like that. It's a bit cliché, but I greatly respect Fairy Tail for putting a lot of value into building and protecting good friendships. I'm going to say that protecting your happiness is just as important as protecting everyone's happiness."

A small smile appeared on Lucy's face. "You sure know how to use your words, Kain."

"I'm a lawyer and a theater nerd, being a wordsmith is kinda my thing." The wyvern rider stood up. "Hey, what is that magic that Horus tried to teach you? We have some time, maybe you can work it out and help us in the battle if we really need it."

Lucy looked at her keys and seemed determined. "Since you weren't there, I'm going to have to explain it to you. You see…"


Jose stared at the sight before him: around a thousand or so mages all lined up under his command. It was no Royal Army, but it was nothing to sneeze at as well.

There was a knock on his office door. The Phantom Lord Guild Master put down his glass before standing up and looking at the door. "You may come in."

Aria had walked in and bowed. "Sir, Voyu Carliso, is here."

The large, green themed man stepped aside, revealing a middle-aged man with long, lime colored hair styled in a pony tail that reached his back who was wearing a white suit and black tie along with sharp looking glasses over his green eyes.

The one addressed as Voyu bowed politely before smiling. "Hey, J-man. You really are pulling out all the stops, aren't you?"

An honest smile appeared across Jose's face as he ended up walking towards Voyu with his arms out stretched. "Come here, you magnificent son of a Vulcan in heat!"

The two laughed before embracing like old friends.

"It's good to see you again, Flat-Nose. It's been what? Two years since you last brought Phantom Lord together?" The green haired man in a suit asked.

"I promised Juvia command of all guilds for a day because I lost a bet, how was I supposed to know she would use it to try and use Phantom Lord's vast connection as a personal dating service?"

The two men laughed again before Jose looked to Aria. "Thank you, Aria, go help out The Eastern Captain, Zolon and his forces ease in. No doubt he and Gajeel are already going to butt heads."

The large wind mage nodded before vanishing in thin air.

"Where did you find him, Flat-nose?" Voyu asked as he made a reach for a wine bottle on Jose's table and poured himself a glass of wine.

"Around the northwest, in the mountain range that separates south and north Fiore. he was an excommunicated Vaijin Monk because he was too sadistic and cries too much."

Voyu raised his brow, "A sadistic and crybaby wind mage. I admit the combination never occurred to me." The he took a sip out of the glass he poured for himself and looked out the window.

Jose walked beside him and looked down to the many guild members working together.

"You can say it, you know." The Guild Master finally said after a few seconds of silence. "I think I've been preparing for this conversation as much as my assault to Fairy Tail, so let it rip."

The green haired gentlemen surprisingly said nothing for a while. Jose found this somewhat worse until his friend finally spoke up, "What can I say? I know there's no stopping you at this point." Voyu's tone became somewhat somber as he lifted up the wine bottle and offered it to Jose.

Jose took it although he seemed shocked. "What? You're really not saying anything?"

"I'm not saying what the two of us already know." Voyu looked at his friend. "But I will just ask… win or lose… what will happen to you?"

The Phantom Lord Guild master stared at his drink, or more specifically his reflection and then suddenly chugged his drink whole without savoring it. "I will be fired or even arrested either way for disobeying the council alone not counting the future damages this fight will no doubt cause. … That is why when I go: I want you to be the guild's new master."

To many other people, the offer to become the next guild master would have been a privilege and an honor. For these two old friends, they both silently knew that it meant they would no longer be able to enjoy a drink like this anymore. "So… this is basically the last time you and I meet huh? Is it weird to say I'd rather go through another Juvia Lockser Fiasco?" Despite his attempt to make a joke, his voice was so soft that you could more likely hear sounds from behind the sound proof glass.

"Yes." Jose put the glass down on his table before turning to Voyu. "With that in mind, I would like to say—"

"Hold it." Voyu picked up the glass Jose put down and snapped his fingers.

A giant, red portal appeared behind him and swallowed the two of them whole.

When Jose looked around again, he noticed that he was on a flower-filled cliff overlooking a valley river under the night sky. At the very edge of the cliff, there was a tabernacle that Jose frowned at by just seeing it.

The sound of running liquid made Jose look back to see Voyu using a small portal to fill up his empty glass and hand it back to the guild master.

"Now you can say it."

Jose smiled and raised his glass. "A toast: for the wrathful fool who died in a long extinct village and existed as nothing more than a ghost of vengeance made flesh…"

Voyu raised his glass and continued, "And for the foolish outcast that befriended that ghost of vengeance even if he dragged many innocents to hell."

The sound of glass tapping was all that was heard in the beautiful area before the two aged men drank what would no doubt be their last drink as brothers in all but name and blood.

"Well then, Voyu," Jose turned his back on his friend as he looked to the endless night in front of him. He stood on the edge, yet for all intents and purposes, it seemed like even gravity could not even hope to touch him let alone pull him to the earth with all of its power.

Jose gave a defiant smile, as if to show whoever was watching one last grand insult. "If this is where it ends, let's make sure that afterward even Hell will fear us when we enter through their gates! Let us make both heaven and hell rumble in fear at what we can do!"

Voyu smiled then bowed with one knee to the ground. "Very well said, Master."


{Author Notes}

This one is the shortest Chapter yet! It was mostly because it was a sort of 'Calm before the Storm' thing.

I've been setting up how radically different yet similar this Arc is going to go. You thought the Lullaby and Galuna arcs were different? You ain't seen nothing yet!

One of the major changes I want to talk about that I made is Jose Porla; AKA the main "Douche Bag Of The Week" in this arc.

Now, if you guys all look back at that arc: he was extremely shallow. He started a war that hurt so many people… just because he didn't like Makarov.

That's it.

That's basically it and well…. Unless they're from My Hero Academia, One Dimensional Villains don't work well.

So I ret-conned him. Made him OOC. You get it. I'm pretty sure this is one OOC that people actually don't mind at all because it's on a villain rather than a main character.

Here, I asked myself what could really make Jose Porla despise Fairy Tail that was worth him losing his Wizard Saint status, his acclaimed fame as one of the other best guilds in Fiore, and potentially all the riches from the guild's giant status?

Jude Heartifilia's riches? Meh, not good enough for me. The last scene in this chapter was supposed to show how much different this Jose is from the Cannon one was.

Also one more tidbit that properly wasn't explained here was that I bumped up Jose's age. This little fact might be important later, might not. Meh.

Strangely enough, I feel as though I wrote him as a hero rather than a villain by giving him more back story to his nonexistent one.

Bah, his new history will be revealed later.

Anywho, thank you all for reading and a very big thank you for supporting this fic with follows and reviews. I'm going to assume that you guys like this story with how much support it's getting.