Disclaimer: I do not own Fairy Tail or Fate Stay Night, any resemblance to any other Fairy Tail or Fate Stay Night fan fiction is coincidental and plagiarism is not intended. No flames please, constructive criticism only.

AN: I would just like to remind people that this fic is a slow one and will update very slowly.

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"That was pathetic." Lucy sighed looking down at Minerva Orland a.k.a Elizabeth Bathory who was now sprawled out on the ground unconscious after Lucy had managed to grab her lance away and smash her on the head with it.

The golden haired girl looked over the village and looked upon the bodies of the dark guild morons who she sent into unconsciousness. More than a few of them had broken bones or light wounds, either way they wouldn't be going anywhere until the Rune Knights came to arrest them.

A sudden fit coughing caught her attention, she looked and saw a girl with long purple hair, and the dark guilds emblem on the back of her left hand leaning against one of the buildings clearly in pain. Then again being punted through the walls of three houses would do that to you.

The girl managed to stop coughing and look up when Lucy walked over to her.

"I remember you." Lucy commented "Even though most of your idiot pals went down in one hit you just kept coming for more. I couldn't help but notice that as the Sun rose higher you seemed to get stronger. Add to that the fact that your far more durable than these idiots and one might suspect that your heroic spirit."

The girl's eyes widened slightly before looking away.

"But if you are a Heroic Spirit surely you'd recognise by my power that I was one too." Lucy noted "So why didn't you use your Noble Phantasm?"

"I….I don't have it." The girl confessed shamefully.

"Please don't tell me you sold it."

"No, my….our soul was split between my brother and me, he has the Noble Phantasm, I have certain abilities that increases my power until sunset."

"So, you and your brother must be Gawain am I right?" Lucy asked with a smirk. "But what your name in this life?"

"Kagura, Kagura Mikazuchi." Kagura introduced herself. "I joined these morons only to try and find my brother who was kidnapped years ago."

"He was kidnapped while in possession of a Noble Phantasm?" Lucy asked sceptically as she lowered herself to one knees to be eye level with Kagura.

"It doesn't respond to us." Kagura coughed as she managed to sit herself up. "We think that it's because our soul is split between two people, even when we try using it together it doesn't use its power, so it's just a power holy sword. We think that in order for the sword to acknowledge one of us as its master, our soul would have to become complete…"

"And for that one of you would have to die so that the two halves would unite with each other." Lucy sighed and stared at Kagura thoughtfully got a few seconds before withdrawing a small red vial from the Gate of Babylon and shoving it into Kagura's hands.

"W-whats this?"

"It's a special potion that will your wounds if you drink it." Lucy answered as she stood up and turned her back to the wounded girl "Drink it and get out of here before the Magic Council shows up."

"But why?" Kagura asked surprised at the unexpected kindness.

"Consider it my good deed for the day." Lucy shrugged as she began to walk away "Oh and if you ever join a dark guild again, I'll kill you next time. So stay on the straight narrow while you look for your brother."

As she watched the strange girl walk away Kagura stared at the little red vial for moment, her thoughts awhirl as to what Simon would think if he could see her now. Would he praise her for doing whatever it took to try and find him? Or would he condemn her for joining a Dark Guild? Unsure but determined to find out the answer for herself Kagura opened the vial and began drinking its contents.

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Recovering from unconsciousness Minerva Orland picked herself up and rubbed the spot on her head where she'd been struck.

"Ow, ow, ow. That wasn't fair at all." She complained childishly with tears in her eyes. "She hit me with my own weapon, that's gotta be cheating or something."

"There is no cheating in battle." A familiar voice stated causing Minerva to freeze "There only the winner and the loser."

"W-what do you want?" Minerva demanded.

"That is my line." Lucy replied "Why did you attack me?"

"Ugh…..It was my part of the plan." Minerva answered still more focused on rubbing her throbbing head.

"What plan?"

"Master Jose got a job to bring you back to your dad who hired us, so Jose planned to use the opportunity to lure Fairy Tail into attacking." Minerva blurted out. "It worked and now Jose is preparing to finish Fairy Tail off after they retreated."

"It figures that father would involved in this." Lucy sighed "And why are you just telling me this?"

"Oh, I don't give a crap about Jose or his stupid plan." Minerva answered brightly with a cheerful smile on her face. "I only joined Phantom Lord because they were a big guild that were given missions with big rewards. My daddy wanted the money to take over some guild called Sabertooth or something, I didn't pay too attention after he promised I could be the guilds singing idol when he took over."

"Is there anything else I should know?" Lucy asked of the girl.

"Oh, you should hurry back to your guild hall because the Phantom Lord Guild hall can move and even transform into a giant robot." Minerva informed her "It also has a Jupiter cannon so Jose's probably on the way to use it on Fairy Tail."

"Good grief, I leave for a few hours and everything goes belly up without me." Lucy sighed summoning the Vimana and boarding it. "I bet Natsu is to blame for this, wait till I get my hands on him."

"Bye bye." Minerva waved as Lucy soared off in the Vimana before looking over the dark guild wizards who were still unconscious. "Hmm…. a little extra cash never hurt and these guys are all just Dark Guild wizards anyway."

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After retreating back to the Guild Hall and the members of Fairy Tail were licking their wounds after the disastrous attack on Phantom Lord.

By the bar Can and Mira were trying to get a hold of the Guild's other S-Class wizards. Gildarts was off on a long quest and unreachable as always. This left Laxus and Mystogan as their only options to call upon. Cana had a set of magical cards set up in front of her, trying to contact or at least locate Mystogan; however, her attempts were in vain.

"C'mon! I'm not getting any kind of read on where Mystogan is!" Cana growled scattering the cards in frustration.

"Oh dear, you did your best Cana." Mirajane assured her.

"With Lucy in their hands they won't hesitate the finish us off." Cana said. "Right now, we just got too many wounded to put up much of a fight."

"Master is seriously wounded and we can't locate Mystogan." Mira stated as she stared stared into lacrima ball sitting on a four-legged stand. "You're the only one we can turn to. Please help us, Laxus, we could really use you right now."

"Man! Makarov is freaking pathetic!" Laxus laughed before stopping to sneer. "I don't see how this is remotely my problem. Your big girls, so deal with it yourselves!"

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

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

"Please Laxus," Mira tried pleading to Laxus again. "Phantom has kidnapped Lucy."

"Oh her, not my problem. She should be able to deal with this herself."

"You are such an asshole!" Cana yelled.

"Are you sure you want to talk that way to a guy you're begging to help yah? Do me a favour, if that geezer manages to pull through this, tell him he's over the hill and he should hand the Guild over to me!" the S-Class wizard broke out into another fit of laughter which was cut off when the lacrima shattered into tiny pieces, courtesy of Mira.

"Mira?" Cana whispered to the barmaid in shock.

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

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

"I'm only useless being here at the Guild Hall." Mira snapped. "I wanna help!"

"I understand but you'll only get in the way as you are now." Cana placed a supportive. hand on Mira's shoulder. "…even if you were once an S-Class wizard."

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

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

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

"OUTSIDE!" Alzack yelled as he rushed through the doors with a panicked look on his face.

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The uninjured Fairy Tail wizards rushed outside and froze in fear at what they saw. Walking through Lake Sciliora which bordered Magnolia, was the Phantom Lord Headquarters standing on eight giant bronze legs. The earth shook with each step that the giant building on legs took as it approached the shoreline in front of Fairy Tail's Guild Hall.

"What is that thing?!" Natsu exclaimed fearfully.

"It's a Guild Hall with ginormous legs!" Happy cried.

"Is it Phantom?" Loke stammered.

Fear caused all those watching to freeze in place at the sight.

"I did not anticipate this. I did not think they would go to such extreme lengths to attack us!" Erza said.

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

Suddenly, dark blue energy began to swirl and coalesce into a sphere at the end of the cannon's barrel, growing larger and larger by the second.

"RUN! GET OUT OF HERE NOW!" Erza yelled running towards the edge of the cliff and requipping.

"Erza!" Mirajane shouted.

"Don't be stupid!" Macao called after her.

"She Requipped" Cana exclaimed.

"What're you doing?"

"Protecting the guild hall!" Erza replied as an armour materialised on her.

It had a singular, blue chest plate with a lighter blue belt around the waist. Three spikes lined the top of the chest plate which gives way to a white neck brace split in the centre to allow room for her chin. The shoulders are sectioned with a large spike dividing each section, the middle spike being the largest of the three. The gauntlets have only a few sections. Attached to the elbows are two halves of a large white shield which gave the Armor its defensive power.

Attached to the bottom of the chest plate is two-layer metallic skirt with small spikes hanging on the ends of each layer. A larger spike hangs inward on the bottom layer. Erza's legs are covered in a sectioned armour to match the rest of the armour with a pair of greaves starting at the knees. The greaves bear a blue design shaped like the large spike that hangs off the skirt. Several curving spikes attach just below the knee of the greaves. A large spiked headdress adorned her head

"That's her Adamantine Armor," Happy said.

"Is she gonna try to block the cannons shot?" Bisca asked.

"But there's no way her armour's gonna hold out against a blast that strong!" Alzack said.

"You're risking your life, this is ridiculous!" Wakaba agreed.

"Just stay back!"

"ERZA!" Natsu yelled trying to get to Erza.

"You won't be able to stop her." Gray said, holding Natsu back. "We just gotta have faith in her."

Black lightning rippled across the energy ball collecting at the end of the barrel. Eventually it finished and with an earth-shaking boom, a large beam fired out from the cannon.

Erza placed both halves of the shield together and braced herself for impact. Suddenly there was a loud sound like a 'thoom'.

"Hey what is that?" Bisca asked looking at something.

"I don't know but it's blocking the Jupiter cannon completely." Alzack stated.

Erza's curiosity got the better of her and she opened up her armours shield and gasped as she saw a golden shield in the shape of a flower with seven petals blocking the blast.

"Ar….cher?" Erza spoke the name as a sudden rush of suppressed memories overwhelmed her and an aria she thought belongs to the person 'I am the Bone of my Sword.'

"Sorry my dear…" A familiar voice stated everyone looked up to see Lucy standing on the Vimana just above their heads "No fakes here only the genuine article."

"Lucy!" Gray yelled with relief.

"I thought those Phantom assholes captured you?" Natsu cried.

"No, I was still out my mission when I heard that we were at war with Phantom Lord." Lucy answered jumping down to the ground as the Jupiter blast faded away and the shield returned to the Gate of Babylon. "Speaking of which….Natsu I specifically told you not to start a fight with them! Why did you disobey me?!"

"What?! Why are blaming me for starting this?" Natsu demanded as everyone went silent and stared at him. "OH COME ON IT'S NOT ALWAYS ME!"

"I DON'T KNOW HOW FOUND A SHIELD THAT CAN BLOCK THE JUPITER CANNON." Jose's voice yelled "BUT IN FIFTEEN MINUTES YOUR ABOUT SEE IF IT CAN TAKE A SECOND SHO-"

The Phantom Lord Master was cut off by loud crash and a boom as the Jupiter cannon suddenly began falling apart from an explosion within the barrel.

"There I've destroyed your Jupiter cannon." Lucy stated closed the Gate of Babylon. "Now if you don't mind I'm trying to talk to my guild mates!"

"YOU'RE GOING TO PAY FOR THIS YOU LITTLE BITCH!" Jose yelled as the Phantom HQ suddenly began changing shape.

"Now answers Natsu!" Lucy demanded.

"Er….Lucy?" Laki tried interrupting.

"In minutes Laki." Lucy waved her off continuing to glare at Natsu who was sweating "I'm waiting Natsu."

"Lucy!" Macao said her name urgently as the Phantom HQ sudden began standing on two legs and becoming more and more human like.

"In a minute." Lucy snapped still glaring at Natsu.

"Oh for the love of…." Erza grabbed Lucy's head and turned it to face the Phantom HQ which now looked like a giant bipedal robot.

"Oh, it became a giant robot." Lucy said "So what?"

"It's drawing something." Bisca stated seeing a pattern begin forming in front of the robot being drawn using its hands.

"A magic circle!" Laki cried.

"That's the magic circle for an Abyss Break, a forbidden spell." Cana said with wide eyes.

"Look at the size of it!" Loke gasped. "A black wave that big would wipe out the entire city!"

"For the love of…." Several golden portals opened near Lucy again and out of them poured two streams of weapons one aimed either of the giant's arms.

They flew and impacted upon the joints which connected the arms to the shoulders of the colossus which quickly cracked and fell off the robot, no match for the bombardment of Noble Phantasms, the magic circle fading away as the arms plummeted with a splash into the lake.

"Ok, Now Natsu explain to me what you have done for us to be at war with these Phantom mongrels." Lucy demanded losing her patience.

"For once it wasn't Natsu." Gray spoke up. "That Gajeel attacked Team Shadow Gear and that set Master Makarov off. Long story short we went and attacked them and retreated after they got the drop on the old man."

"I'VE HAD ENOUGH OF YOU, KILL THEM ALL MY SOLDIERS!" Jose yelled as an army of shade soldiers appeared and began flying at the Fairy Tail wizards.

"What are those?" Wakaba asked.

"They're Phantom Troopers created using shade magic." Lucy explained shaking her head "They're basically mobs, they're not very strong individually but it numbers like this they can be troublesome. Alright, Erza, Natsu and Gray come with me we'll storm their headquarters and end this as quickly as possible."

"Wait I'm coming with you." Elfman yelled "A real man can't just sit back and let you guys take all the fun."

"Very well then climb aboard." Lucy stated as the Vimana lowered itself so everyone could board. "As I said these Phantom Troopers aren't that strong, just hold on until Jose is cdefeated and then they should vanish."

When they were aboard the Vimana shot off towards the damaged Phantom Lord headquarters. The other Fairy Tail wizards braced themselves as the Phantom Troopers closed in.

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The Vimana entered the robot through the gap where the Jupiter cannon used to be.

"Alright we're finally here." Natsu yelled with joy as he leapt from the Vimana.

"Yes and this is far as you go." The voice belonged to a young man with long, two-toned hair of black and white that was tied up in a Japanese-style top knot on the back of his head.

The black portion of his hair overlaying the front and left side of his head, while the smaller white portion concentrated on the left, with the top knot also having the two separate colours correspondingly. On his face, the man had a simple marking consisting of three horizontal black bars passing across the ridge of his nose and both cheeks in a linear formation, with the one in the middle being the longest.

"Who the hell are you?" Natsu demanded igniting his fist only for it to suddenly punch him in the face.

"I am Totomaru of the element four and-GAH!" The fire user was suddenly cut off as a war hammer slammed into his face and sent him into a wall knocking him unconscious.

"I don't have time for this." Lucy sighed returning the hammer to her gate "Natsu, go find the Iron Dragon Slayer, the rest of you will seek out the other members of the element four, I will take on Jose, am I clear?"

"Right." Gray, Natsu and Elfman said in unison before running off in separate directions.

Lucy and Erza both began walking to the stairs to get as high as possible, doubtless that Jose would be waiting at the top.

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As the duo of Lucy and Erza pushed through a door after many sets of stairs they could hear the sounds of battle and feel the ground shaking. Undoubtedly Natsu and the others had started their own battles.

The Room they found themselves in looked like an entrance hall with a large stair case that lead further into the Phantom Lord HQ.

"Well, well who would have thought Lucy Heartfillia would come to me of her free will." Jose said. "I knew that this war would be fun, but never did I think that it would be this entertaining. You annihilated the Jupiter cannon, knocked out one of element four with a single blow and even managed to bring my magic giant to its knees. Your father wasn't exaggerating when he said you were powerful."

"You have no idea what you're dealing with Jose." Lucy replied dismissively "But first why don't tell your lackey to stop hiding."

With those words, Aria appeared next to Jose, apparently having been invisible.

"So he can use his Airspace magic to conceal his presence." Lucy noted "I suppose that explains how he got the drop on Makarov."

"So you're the one who hurt our master," Erza stated as Aria stepped forward.

"So you're the great Erza Scarlet," Aria stated. "How unfortunate for you. Seems the brilliant Titania will lose her head alongside Lucy Heartfillia."

"Our master suffered greatly by your hands. I will avenge him," Erza growled.

"Now that I'm facing a strong opponent, maybe it's time I start taking this seriously." Aria reached up and removed the bandages around his eyes with a single motion. They snapped open to reveal magenta irises with an X through them.

"Now Titania," Aria said walking towards Erza. "Step into Zero, the Air Space of Death! It consumes the lives of all who dare to enter!" A large windstorm suddenly whipped up as Aria's magic began to flow.

"A spell that consumes life?" Erza stated, summoning a sword. "Tell me: How can you do this? How can you take lives so easily? You scoundrel!"

"It'd be more fun to show you!" Aria replied, his eyes glowing a deep purple.

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"I suppose we get started shouldn't we? Lucy asked summoning a golden key from the Gate of Babylon.

"By all means dear summon your Celestials Spirits, they are no match for me."

"We'll see about that, Open Gate of Golden Bull, Taurus!" Lucy incanted as the bull spirit appeared.

"Hello again Ms Lucy." Taurus greeted as he caught a battle-axe from the Gate of Babylon. "Oh would you like me to show you my mooooves?"

"Perhaps under normal circumstances you might defeat Taurus but the battle-axe I've given him multiplies his strength, speed and skill by many times." Lucy stated with a smirk. "Right now, only the Celestial Spirit King is stronger."

"Even if that's the case it won't stop me from taking you." Jose stated charging a spell at his hands and sending two dark ghostly figures at them.

"Taurus counter." The bull spirit obeyed with great speed easily destroyed the projectiles.

"You'll have to do better than that, Jose." Lucy smirked as her golden armour materialised on her body.

"That was just a taste of my power!" Jose sent more ghosts at them five this time.

Taurus destroyed three but two got past him, Lucy quickly destroyed them using weapons from the Gate of Babylon.

"Minerva told me all about you Heroic Spirits and your Noble Phantasms, I've always wanted to test myself against one of you." Jose said with a smirk "I heard that God Serena has spear which when its name is called will strike the heart without fail. Defeating a legendary hero will be quite the feather in my cap."

Lucy's response was to open three more portals above Jose and fire the swords down at him. The wizard Saint dodged at the last moment causing the swords to crash through the floor and smash into something below. An explosion shook the building again and the sound of a fire breaking out could be heard.

"I'M ALL FIRED UP AGAIN!" Natsu's voice bellow as the fire seemed to disappear.

"It sounds like the idiot is about to finish things up down there, I can't let him show me up." Lucy said "Very well, if it's a battle against a hero you want I'll give it to you, but be warned I'm not called the King of Heroes for nothing."

"King of Heroes? Even better the glory o defeating you will truly b immense." Jose stated charging another spell.

"Don't get cocky, Mongrel." Lucy told him as she and Taurus prepared to continue.

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Meanwhile Erza was not doing as well as Lucy, she had been forced to back off due Aria using Airspace Zero as a shield while attacking with Zetsu.

'Damn it, I can't get close with that dangerous Zero Airspace in the way.' Erza thought as she avoided another volley of Zetsu.

"That's right Erza Scarlet, Tremble down to your soul. Sink into despair! Superior skill can only defeat so many before being completely overwhelmed by the sheer numbers of my Zetsu." Aria taunted unknowingly emulating the words spoken by Heroic Spirit in another time and place.

Erza gasped as memories invaded her unbidden once again, over Aria was now imposed the image of huge, rolling eyes and oily, glistening cheeks. Adorned with luxurious robe of ancient design; sanguineous scarlet patterns adorned the pitch-black fabric. He donned an inky black cassock, and an evil aura reeled about it. Also, the patterns dyed crimson red on the cloth was as if stained with blood. A spellbook bound in human flesh in his right hand and insane grin on his face.

'This…..can't be.' Erza thought fearfully as the memories of the evil servant took hold. 'Caster'

Images of children exploding and turning to evil starfish like monsters under the evil servants command invaded where the Airspace Zero was.

"You." Erza growled gripping her sword tightly as anger at the memory filled her "You won't get away with this you bastard!" Air began to circulate around her sword forming a sheath which rendered it invisible.

'Wind magic and she's using it to make her sword invisible?' Aria thought, surprised at the sight 'No matter I will end this now."

"STRIKE AIR!" Erza roared causing the sheath of wind surrounding her sword to be released from the invisible barrier's bounds, bellowing forth like a savage dragon's roar.

"No what is this-AAAAGGGHHHH!" Aria screamed as the released invisible air slammed into him and smashed him through the back wall sending Phantom Wizard flying.

"It's over." Erza gasped falling to her knees overwhelmed by the intruding memories, as the battle between Lucy and Jose raged on she gripped her head and struggled to suppress them once more.

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"Well that didn't take long." Lucy said internally smirking as she now had proof of Erza's identity and vowed to pursue her no matter how long it took to win her over.

"Aria may be beaten but don't think this is OVER!" Jose yelled as he sent more blasts at Lucy and Taurus who easily deflected them.

"Taurus let's try that move we were working on." Lucy commanded.

"Alright Ms Lucy here I Goooooo!" Taurus began charging at Jose.

"No you don't." Jose yelled quickly tried using more ghosts to blasts the Celestial Spirit unfortunately more weapons from the Gate of Babylon neutralised the ghosts. "Stay ba-ack!" Jose was caught off guard, as instead of attacking him Taurus jumped on Jose' head and leapt out of the hole Erza and made in the wall and fell from sight.

"Haha It looks like your spirit has run off on you little girl." Jose boasted cackling madly.

"Give it minute." Lucy stated the smirk never leaving her face.

"It's time for lights out DEAD WAVE!" Jose gathered dark energy in his hand and sent a wave of ghosts rushing towards Lucy, the blast split the very ground as it rushed towards her, it was blocked however by a series of golden discs that float in the air which intercepted the attack.

"Tick-tock Jose time's running out." Lucy taunted causing the Wizard Saint become even more infuriated.

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After consuming the fire made by the weapons impacting from above Natsu felt his energy return and even though Gajeel was using his Iron Dragon Scale's he was being pushed back by the Fire Dragon Slayer.

"Alright Salamander eat this-ACK!" Gajeel was caught off guard as Taurus suddenly came in through a hole in the wall and used his head as a springboard smashing up through the ceiling.

"Hey bull-man this my fight." Natsu yelled as Taurus kept going up. "Ah forget it, Fire Dragon's Iron Fist!" Natsu socked Gajeel in the face deciding to simply keep fighting the other dragon slayer.

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"Those pretty little discs can't shield you forever!" Jose yelled as his blasts kept getting intercepted by the discs shielding Lucy.

"They don't have to; they just have to protect me long enough for this to happen." Lucy grinned.

"For WhAAAGH!" Jose was interrupted as Taurus suddenly burst through the floor and slashed his back causing him to stumble forwards.

"Alright Taurus time for the grand finale finish it!" Lucy commanded.

"Will doooo!" Taurus cried turning the battle-axe and slamming the haft into Jose's back.

With all his might the bull spirit drove Jose through the floor and as gravity began helping they kept crashing through more floors with greater and greater speed until finally with an almighty crash they hit the ground floor.

"Great Work Taurus!" Lucy praised the spirit as she peered down through the holes at him.

"Anytime Ms Lucy" Taurus smiled before returning to Celestial Spirit World.

"Holy crap." "Now this is the work of a real man."

Lucy looked down to see Elfman and Gray who had apparently wrapped their fights up. Gajeel abruptly flew past her vision and crashed into a pillar, Natsu began roaring victoriously. With that the war with Phantom Lord ended.

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AN: So it should be pretty obvious who Erza is at this point, but that being the case why does she possess Knight of Honour? As demonstrated against Lullaby if wish to find out keep reading, until next time.