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.

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Originally, gods existed in physical form as manifestations of nature itself and ruled the Earth and its civilizations. The Deterioration began with the invasion of Serphyr in 12,000 BC. After Serphyr destroyed the majority of the Earth and a massive number of gods, she was finally beaten back by a Holy Sword forged in the core of the planet; however, due to the damage done by Serphyr, the influence and power of the gods declined whereas those of humanity grew. The gods slowly began to lose their physical forms and eventually could only walk on the Earth by possessing compatible humans.

Realizing that if the weakening of the gods were to continue, the Age of Gods itself would end, the gods of Mesopotamia created Gilgamesh around 2,600 BC as the keystone to connect the gods and humans. However, Gilgamesh rebelled against the gods and encouraged the complete separation of the gods and humans. Of course, he did. The Gods treated Gilgamesh as they did many other human, as a tool, a toy for their amusement to obey and bend to their will. They murdered his friend, there could be no other outcome after that.

Due to this, the decline of the gods was accelerated and the gods lost their powers and became Divine Spirits, forced to exist in a higher dimension, only able to observe the Earth without directly interfering. Later, the demise of Solomon, the King of Magic, accelerated the decline of Mystery.

Why am I writing this? Simple, because Serphyr is contained in the Ark in the basement. Though how it came to be in that Ark despite being killed on Earth I don't know. What I do know is that I am the one who designed the chamber to hide it, built entirely out of Anti-Magic lacrima, and the walls engraved with magic circles designed to expel any stray Ethernano out of the room. It wasn't difficult to find out. After the Ark first fell to Edolas he killed witnesses to all important events, soldiers, workers and even Exceeds.

I was spared because of my terminal illness and the fact that I was the royal architect and thus indispensable. I thank my lucky stars that my reincarnation didn't affect my appearance in this life unlike other reincarnates such as my daughter, otherwise the parasites that now pose as the king might have recognised me and have me killed on the spot. That's right parasites. There are two entities co-operating within the king for the same goal. What that goal is I don't know, but it involves the Holy Grail, the Ark and the Anima. I know all this because the king began talking to himself whenever he thought he was alone afterwards.

I have no Noble Phantasms, no skills or powers to fight. My only hope to foil the 'kings' plans lies in the Prince. Charging the grail will require all of Edolas's remaining magic energy and then some. The fallout will be cataclysmic. If they are willing to doom Edolas for their wish then I doubt that whatever they want will be beneficial to the people of this world.

Prince Jellal only you can save Edolas from the king now….

-Excerpt from the diary of Royal Architect Ambrosius Knightwalker

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Up in Extellia after being told the horrifying truth Carla had broken down crying at betraying Wendy, her best friend.

"Let's go, Carla!" Happy declared as he started pulling his friend down the hall of the Royal Palace, to get away, "There's no way we're going to let anything happen to our friends! We'll save them ourselves!" Carla just watched in silence at him.

"It seems that the abominable essence of Earthland has corrupted their divinity," Nadi said as he watched them run.

"MEOW!" Nichiya bellowed tears falling from his eyes, "What a horrible tragedy! They have Fallen!

"Two Fallen are on the loose in the city," Nadi yelled

"Royal Guards hunt them down!" Nichiya ordered

[-]-[-]-[-]-[-]-[-]

After a chase through the city streets, Carla and Happy finally managed to escape by hiding in a hay cart. However, Nichiya fell over exhausted and knocked one of the blocks keeping the cart in place, which caused it to roll downhill until it flew off of the floating island and crashed into another one below.

Before them was a giant lacrima on a large floating island not far away. To say that it was massive would be a vast understatement. It had to be at least a quarter of the size of the floating island Extallia resided on. Which meant the lacrima in the courtyard in the city below was a tiny shard of it.

"So Extalia is another one of those floating islands?" Carla said with realisation,

"How are we supposed to get back down to the city?" Happy asked.

"Until we can use our magic I'm afraid that we're stuck up here" Carla answered.

"Hey, you little varmints!" a very angry voice snapped causing both to jump. "What in the queen's britches are you doin in my field?"

"They found us!" Happy cried as she and Carla turned. But instead of a platoon of guards, they saw a white Exceed with a black beard, carrying a hoe.

"I was looking for deadbeats but I found a couple of troublemakers instead," he asked, glaring at them. "You're them fallens aint'cha?"

"GAAAH!" he roared suddenly swinging the hoe at them, "Get outta here!"

"Fine just quit screaming at us!" Happy cried.

"MEOW!" Nichiya yelled from atop a cliff, "Spread out and find that hit and run cart, it couldn't have gotten far so find it at once!"

"They're already on our tails," Happy said.

"GAAAH!" the farmer yelled again, "I told you two to scram!"

"Alright, we're leaving!" Happy said.

"Now come to my place!" With that, the farmer lead them to his house which oddly resembled his face.

"So why are you helping us?" Happy asked, "You've already reported us, haven't you.

"GAAH!"

"I'm sorry!"

"Welcome home, dear," a blue female Exceed came up, "have you finish working in the fields already? Oh we have some guests?" she said, smiling,

"Yeah, sorry to trouble you." Happy said.

"Oh, it's no trouble." The woman waved off their concern.

"I'm Happy."

"And I'm Carla."

"My, those are such wonderful names," the wife said, smiling, "Now why don't you come inside and wash up."

When they went inside the house, Happy and Carla gave a summary of what had happened to them. They also learned that the couple's names were Lucky and Marl.

"You poor, things it sounds like you've had a rough day," Marl said sympathetically with a look of concern on her face as she set down a plate of fish,

"Mr Lucky, Mrs Marl thank you for letting us hide out here for a while!" Happy thank them gratefully.

"GAAH! Use that mouth for chewing not yapping!" Lucky bellowed.

"Aye, sir!" Happy said fearfully.

"Please excuse my husband" Marl apologised, "he doesn't exactly see eye to eye with the kingdom. He's so vocal, about it they kicked us out and we've been on this little farm ever since."

"GAAH! WHAT DID YOU GO AND TELL THEM THAT FOR?"

"I get it so that's why you helped us escape." Happy asked.

"Believe what you want kid." Lucky huffed crossing his arms.

"Yeah," Happy chuckled.

"GAAH!" Lucky thundered, "If you're going to stay here, you're going to work here!"

"Aye, sir!" Happy jumped dropping his fish.

"SO YOU BETTER EAT, YOU'RE GONNA NEED THE ENERGY, NOW MUNCH!"

After finishing the food Happy found himself now wearing some farming clothes and was sweeping the rooftop.

"I'm glad he's letting us hide here," Happy said, "But he doesn't have to work me like a dog the whole time."

"GAAH! YA WANNA TAKE YOUR CHANCES WITH THE SOLDIERS?!"

"I'm sorry!" Happy said as he swept harder.

"NOW SWEEP THE ROOF SPOTLESS!" Lucky said, "You're chopping firewood next!"

"Aye, sir!" Once Happy was done, he was dragged onto the chopping block, where he quickly chopped a large block.

"Well, that was easy," Happy said with a smile.

"GAAH! You slacking off?!" Happy glanced at Lucky and noticed that he had a small stack of wood already.

"Wow, so quick!" Happy said, before his face clenched in determination, "Alright! Then I'll show you what I can do!" He then started chopping wood, as Lucky did the same.

"Aye, sir!"

"GAAH!"

"Aye, sir!"

"GAAH!"

"Aye, sir!"

"GAAH!"

"Aye, sir!"

"GAAH!"

Eventually, the two were down to one last log each. They both brought the axe down and missed with such force that upon hitting the stump it sent the force back through them. Bohy of them laughed at this.

Happy slumped down against the fence.

"I'm pooped and I smell like a three-day old salmon." Happy complained.

"GAAH! THEN TAKE A BATH!" Lyck yelled.

"Aye Sir."

A little while later after Happy had finished his bath and dried up he came outside to relax on the patio next to Carla and Marl.

"There is always something to smile about," Marl responded, "Even when it seems like there is nothing good in the world, you can find something, you need only look hard enough." Carla remained silent.

Eventually, when Happy and Carla were done, they rested on the porch. Marl came up behind them, carrying a couple of juice glasses.

"Good work out their young man, it feels great to relax after a nice bath doesn't it?"

"Yeah, I needed that."

"So Happy and Carla you two aren't from, here are you? Were you hatched in Earthland by any chance? Were you given your names by someone from there?"

"Uh huh, by my best friend, Natsu!" Happy said.

"I too was named by a friend," Carla said sadly.

"But now they're being held captive in the Royal City below," Happy explained, "We've gotta save them!"

"So you intend to rescue the humans?"

"That's why we're fallens, caring for humans seems to be a bizarre concept here," Carla said.

"I don't think it's bizarre at all, in fact, I think it's wonderful," Marl smiled, "If someone is your friend, then it shouldn't matter if they are human or Exceed. After all, even though we may look different on the outside internally our hearts share the same shape."

"I'm afraid I don't follow your logic" Carla stated confused.

"Well, what I'm trying to say is that love is the same no matter who you are," Marla explained,

"I wish that applied to me," Carla said sadly looking at the ground. "Regardless of the shape of my heart or the heart it has to give, it's not under my control, even now I can't be sure that the words I'm saying are my own or part of someone else's plan."

"I know they're your words, Carla, you're too strong to let someone control you" Happy declared, "And I know our hearts want the same thing, to go and help our friends!"

"You think we can?"

"I know you can," Marl said, "Thing may seem a little confusing for you at the moment but you must never give up hope. You've got a wonderful knight that will be at your side for the journey." Happy flushed a crimson at that.

"I understand you may feel like you've lost your heart but I think you found it long ago, now all you have to do is learn to embrace it." Marl continued. Carla looked at her, before slowly smiling.

"You surprise me Mrs Marl."

"How so?" Marl asked with a smile.

"Well, Exceeds all seem to think of themselves as celestial beings and their queen as divine, they all thought of humans are an inferior species," Carla said.

"Ah yes, I truth be told I used to believe the same thing," Marl explained, "But then two things happened, the first shook my belief, the second destroyed it completely."

"Two things? What were they?" Happy asked.

"You see about ten years ago, the human royal architect of the time and his young daughter had the same life-threatening disease. Human medicine could only stave off the illness and not cure it completely. However, that medication was running low due to a shortage of magical tools to create it. However, we Exceed already had medicine which cured the disease completely as we had a long fighting history against it." Marl explained with a sigh. "He begged for at least some for his daughter, but naturally he was refused, I heard the royal guards even beat him when he asked for an audience with the queen."

Happy gasped while Carla looked horrified.

"That's utterly despicable!" Carla yelled with disgust.

"Indeed." Marl sighed. "After that from what I understand, he used the last of the medicine on his daughter so she could live long enough for the supplies to be replenished and as a result, he passed away. Out of curiosity, I went to look at her from a distance, and there was a boiling hatred within her. She might act reverent on the outside, but she utterly despises the Exceeds. I have no doubt that the human king has promised her our destruction."

"Wait, you know about the king?" Happy asked.

"Yes, he used to be a good person but I saw the sudden change in him and only realised it when I finally comprehended that we Exceeds and our queen are not divine in any way."

"So how did you come to understand that?" Carla inquired.

"Well one day our 'beloved' queen took our children from us, one hundred children still in their eggs were taken from their homes, they gave us no warning and we were told just to accept it," Marla told them angered by the memory. "The Queen had chosen them to eliminate the dragon slayers. They were sent to Earthland against our wished when we opposed the cruelty of the project were exiled. We never even got to see our children's faces. After that everything changed, we realised the lie we had been subjected to. She wasn't a god and the rest of us certainly weren't angels. We were just parents once we knew this the lines between human and Exceed all but vanished for us. It didn't matter anymore. My husband may seem opinionated at times but he feels the same way that I do."

"GAAH!" Lucky bellowed as he came back up, "Quit wasting time yapping about nonsense with these kids, how long are they planning to stay here?"

"Calm down" Marl tried to calm him.

"Now get out!" Lucky snapped at the younger Exceeds, "I'm sick of that look on your face!" he snapped pointing at Happy. "Now grow a pair and get lost!"

"But this is much too sudden" Marl didn't finish

"No he's right" Happy declared, "Our friends are down there and we have to do everything we can to make sure they get home. " Carla stood up and nodded.

At least you finally get it, scaredy cats can't do anything" Lucky said. "I swear kids these days need it spelt out for them."

With that, the two ran off towards the ledge.

"Goodbye, we'll never forget you."

"GAAH! Don't come back you brats!" Lucky yelled.

"Take care of each other." Marl waved farewell.

As Happy and Carla approached the ledge they took a breath and leapt off. Before their wings emerged and they began to fly down towards the royal city.

"Gah!" Lucky said, "Would you look at that marl the boy can fly after all."

"The way he does reminds me of you Lucky. " Marl said.

"What are you blabbering about?" Lucky answered, "The lazy bum ain't nothing like me. " Marl smiled sadly, as tears gathered in his eyes.

"And he's gotten such a wonderful girlfriend," she asked.

"GAAH!" Lucky said, also crying, it's a hundred years too early to be bringing a girl to the house!"

Both parents cried as they watched their son fly off into the distance.

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Wendy didn't know what to think as Lucy seemed to look over Altera. The titan herself didn't flinch and merely stared back harshly.

"Wendy, get down from there, that thing is dangerous more than you can understand," Lucy said commandingly.

"No, she's not, she's kind and shy, she only wants to make friends, I know she does." Wendy objected.

"Look, that thing may look human, it may even sound and act human but it is a world-destroying monster," Lucy responded. "It tried to destroy the planet millennia ago, it was only because of the Holy Sword user of the time that it was defeated. It directly began the decline of the Age of Gods as even they couldn't stand against it. Destruction is all that thing knows how to do."

"You're wrong, she-" Shirou was cut off by Altera herself.

"No, she's correct." The Titan said with a sigh. "Destruction is part of my very being. My existence is dedicated to destroying civilisations. I don't… want to destroy but I have no choice in the matter. If I become Serphyr I will destroy everything in my path, even if I don't want too."

"Right now, she cannot transform, isn't that correct?"

"Yes, while I could in theory still transform under the right circumstances, given enough time and energy, the king has corrupted the direct awakening processes making immediate awakening impossible," Altera confessed.

"White Titan, I imagine you are connected to the other you, the one who lived as Atilla the hun. You dreamt of her experiences through her gained humanity." Lucy said shaking her head before focusing back on the Titan. "You say you wish you didn't have to bring humanity or anyone correct?"

"Yes, but I have no choice," Altera replied sadly.

"We can find a way to change that," Shirou argued.

"When you first attacked the earth an agreement was made between the titan and my father. Uruk would be spared in return for a favour to be repaid later." Lucy explained seriously. "I will repay that favour now, I will grant your wish, no longer will you have to destroy against your will."

Multiple golden ripples opened up surrounding Altera completely. The Titan made no move to defend herself even as a golden light began pouring out of the portals.

"No stop!" Wendy jumped to intervene but was caught mid-jump by Altera who gently put her on the ground.

"Please, this is the best way to ensure I don't become that monster again," Altera told her with a smile. "You're the first person to look at me without fear, to talk to me like a person. I'll always treasure this time, so please just let this happen."

"Visitor from the stars, sleep now and dream of the good memories you have made. Dream of life and happiness rather than destruction and misery." Lucy said before snapping her fingers.

The golden glow from the portals became much brighter until they all expanded and joined together blotting the Titan from view for a moment before fading away. For a moment it seemed to have done nothing, but Wendy gasped as she saw Altera began to break down dissolving rapidly into a massive cloud of golden particles.

"Wendy, Shirou, thank you for everything. I was glad to have made a pair of friends like you. Goodbye." Altera smiled and held out her hand, however before Wendy could grasp it, it too dissolved into golden particles and vanished with the rest of them, leaving nothing behind.

Wendy fell to her knees, shock and sorrow overcoming her as tears began to flow from her eyes.

"Why did you do that?!" Shirou yelled angrily. "We could have-"

"Saved her? Stop being selfish!" Both Wendy and Shirou flinched before the latter gathered herself.

"Selfish, you hypocritical-"

"Fool!" Lucy bellowed cutting her off again. "Saving someone's life and saving their hearts, their minds, their souls are different things entirely. What I did spared her the nightmare of killing you two and being able to do nothing but watch, a prisoner in her own body. Make no mistake that king would have made her do so with glee. If you wish to be angry with someone, then be angry with the one who put your friend that position in the first place. I'll give you a few minutes to mourn, but after that, we must save the guild and stop that fool of a king."

With that Lucy exited the chamber, leaving Wendy and Shirou alone. Unable to stop herself, Wendy began to cry a bit more, mourning her new friend, while Shirou clenched her fists tightly. Angry with herself at being unable to save the Titan.

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Down in the dungeons Byro had let up on extracting Natsu's magic. Not because he felt but rather he'd filled the extractors capacitor to its limit and even then Natsu had plenty more to extract.

"It's amazing, the magic power you possess is tremendous," Byro said with awe as he looked at the filled capacitor. "I've filled the capacitor to its limit and you still have so much more to gi-UGH!"

Hearing stop talking Natsu lifted his head to see Byro had been frozen in a block of ice. The culprit stood just behind.

"Gray!" Natsu gasped seeing the ice wizard.

"You look terrible flame brain," Gray commented before pulling out a small bottle.

"Ah shaddap…..Ice Princess…"Natsu gasped breathlessly.

"Listen, we have to work fast, the lacrima with all our friends is in position, they're gonna move it anytime now." He said releasing Natsu and letting him fall to the ground before giving him an X-ball. "Here eat this, it'll let you use your magic here. We need to stop this and quick, Mystogans got a plan save everyone, but it'll mean he'll lose all his powers, so we've only got one shot at this."

"Mystogan will lose his magic?" Natsu gasped.

"Yeah, I'll tell you on the way upstairs." He pulled out a torch and held its flame near Natsu's mouth. "Here eat up."

Natsu did so with gusto, utterly inhaling the flame until it was gone. A few seconds passed and then Natsu let out a roar and was back on his feet.

"It's not a big meal but it should replace what that asshole stole from me." He motioned to the still frozen Byro.

"Alright, lets-"

"Lord Byro have you-" A stray guard froze when he saw Natsu free, Byro frozen and Gray standing next to the former, he inhaled to yelled but was cut off as Natsu punched him into a wall knocking him, unconscious.

"Shit, they're onto us already." Gray cursed. "Come on we have to hurry, the sun's risen already. We only have until noon to beat the king." Gray yelled as he began running down the hallway with Natsu keeping up.

"Why noon?"

"Because Mystogan has a spell to expose the king and it activates at noon, and right now the kings starting his plan."

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In the throne room, the king sat on his throne contemplating his next move. Knightwalkers counterpart had vanished after the battle with the captain, as had the King of Heroes. Things quieted down, and Knightwalker had recovered from her wounds.

Watching his shadow steadily grow longer with the rising of the sun. He'd already commanded the Lacrima in the courtyard to be reunited with the larger one near Extallia and Byro should have extracted the Dragon Slayer magic needed for the cannon. His train of thought was interrupted by Coco running in.

"Your Highness the Extalia Imperial Guard is attacking in pursuit of the Fallen ones!"

Faust narrowed his eyes in fury. "Initiate Code ETD."

Coco froze and stared at him in horror.

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As she and Happy flew down to the Edolas royal palace, the Extallian army in hot pursuit. Carla looked around frantically as horns began to be blown and flags raised along the walls. She could see Wendy and Erza's counterparts in the courtyard along with a large portion of royal troops gathered.

"In there!" She shouted, noticing a safe spot in a hallway. "Get inside the building!"

"Aye!"

She and Happy quickly to the spot and hid behind pillars.

"Code ETD?" Knightwalker said knowing what the signal meant. "It's about time."

"Numbers ten through twelve ready!" A soldier reported as the strange looking magic cannons began to align."

"Number fourteen and fifteen, preparations complete."

"Numbers six through nine ok."

"This is the last line of defence in our homelands security arsenal," Sugarboy said rubbing his chin.

"And those idiots have come right to it," Archer commented as the large army of Exceeds flew into range.

" CODE ETD INITIATE!" A soldier shouted, prompting men around the castle walls to fire the canons which shot large lights at the Exceed army. A shadowy wall formed around the flying force, blocking them from flying out and reaching Happy and Carla.

"Why are they targeting the Exceeds?" Happy wondered as they watched the scene

The soldiers of the Extallian army began to shout and writhe in pain.

"How dare you take up arms against the Exceed you lowly humans!" Nichiya shouted down at the Royal Army.

"This must be a rebellion." Carla realised. "I suppose it was only a matter of time this happened, god or no."

"And that must be most of the Extallian army up there." Happy pointed at the soldiers who began to vanished quickly.

"We should use this to our advantage, let's go to the dungeons and try to meet up with the others, some of them might be there!"

"You will pay dearly for this humans..." Nichiya growled as his strength faded. "Defying Queen will cost your lives MEOW!"

With a final burst of energy, the Exceed army was transformed into a large cat-shaped lacrima which crashed to the ground in the centre of the courtyard.

"The Exceed turned into a lacrima..." A soldier muttered in awe.

"This is not good..."

"What was the king thinking?"

"There are no gods in this world," Faust announced, stepping out on a balcony and addressing the troops below him. "We humans that suffered scarcity, while the Exceeds flaunted their limitless abundance. Hoarded their wealth fo magic power while we were forced to beg for scraps!"

"It is time to grab what has been kept at arm's length for all these years to claim our rightful prize which we have been denied. " The king shouted. "As of this moment, the era of begging and subservience is over. We must fight for the future of humanity. We must rise up and take what is ours! Therefore I am initiating code ETD Exceeds Total Destruction. These so-called Angels shall meet their extermination by our hands. The Queen has no power to decide who lives and who dies, she merely sees the future, we shall listen to their lies no longer limitless magic power shall be ours!"

The crowd of soldiers let out a roar of cheering.

"I gotta say things just took a very interesting turn," Hughes commented.

"It was bound to happen sooner or later." Sugarboy agreed.

Back up on the balcony, Coco spoke to the king who turned his back and began walking back inside.

"But your majesty, the Queen is sure to launch a counterstrike, can we really beat the Exceed's army?" She asked fearfully.

"We just took out a large chunk of their army as well as their General Nichiya," Faust responded stopping his tracks. "Besides, they aren't nearly as strong as we give them credit for."

With that Faust walked inside leaving Coco to look out over the cheering crowd of soldiers.

[-]-[-]-[-]-[-]-[-]

Having left any guards behind Faust made his way down to the secret chamber, and found Byro waiting for him, gasping for breath.

"Byro, have you extracted the dragon slayers magic?" Faust demanded.

"He escaped, but I was able to get enough to power the dragon chain cannon, it has been transferred and is ready to begin at your command."

"Then the escape is irrelevant." Faust dismissed it. "I want all the preparations made to fire done immediately. ETD is already in effect. Soon the Grail will begin taking in magic power and will be ready for wishing."

"As you wish your majesty." Byro chuckled standing up and heading to the door which leads to the chamber where the Ark was kept. "On another note, the reformatting should be done by now."

He pushed open the door and blanched.

"What?! Where is the terminal?!"

Faust ran past Byro and straight at the Ark, he put his hand against it and was surprised as he was able to go through. Entering it he ran to the cavern filled with treasure only to find it empty.

"Where is she?" he yelled furiously. "No. NOOOOOO!"