Makarov frowned deeply, arms crossed over his chest, as Happy flew him quickly to the guild hall with his shaking paws gripping the old man's cloak. Though they had been making good time, and Happy was moving quickly, the old master could tell that the exceed was tiring, slowing down the closer they made it to Magnolia and their nakama. 'Poor creature must be pushing himself to extremes. He's flown back and forth too many times today…'

He was considering having Happy drop him off on the ground and making the rest of the way on foot when he felt a surge of magic coming from the direction they were heading. Panic gripped the normally level-headed wizard saint. The feeling of that magic was dark, twisted, and the fact that it was coming from the direction of his beloved guild had him anxious and terrified.

"Happy," the old man addressed the flying feline, "I know you're worried, and you must be exhausted, but we need to press on. The others need our help."

Happy had been crying discreetly (or so he thought, it's hard to be discreet when your tears are dripping on the person below you) the whole time, but at his masters words, he swallowed past the lump in his throat, "Aye, sir," he responded with quiet determination, pushing himself just that much faster trying to reach his best friends.

Makarov sighed, he hated pushing Happy so far. He could feel the magic power within him dwindling, but he felt he had no choice. His children were in trouble and there was no other way to reach them. He was second guessing his choice to allow Laxus to go after the guild children and Porlyusica, knowing he would have reached the guild much faster, but ultimately, he knew Lucy would be furious if he'd done that. She got the kids out of the guild for a reason, and it wasn't unlikely that someone had already been sent after them. Logically, there were more wizards in the guild that could defend themselves than who she'd sent with the kids, so they had to be priority. It didn't mean he had to like it, though.

Finally, after what felt like years (but was really more like ten minutes), Makarov saw Magnolia's structures on the horizon in the fading twilight, rapidly approaching as Happy pushed himself to his limits. He breathed a small sigh of relief seeing the building he called home still standing on the edge of town, just barely making out it's details under the light of the moon and the dim streetlamps.

They had just passed into town when he felt Happy's magic fail him, and the both of them tumbled toward the ground. Makarov reacted quickly, expanding his legs and landing easily on the empty streets of Magnolia, catching the passed out and exhausted Happy in his arms. Thanking the stars briefly for Magnolia's citizens being safe in their homes, he surged forward towards his guild. Looking down, he gave the small wizard a soft smile, pulling him into his chest as he returned all his limbs to normal size and took off at a sprint toward the hall.

"You've done very well, Happy. I will take it from here," He spoke to the exceed in his grip as Fairy Tail came into view.

He focused on the huge, castle-like structure, trying to find any signs of what had transpired in his absence. Where the doors once stood proudly, he saw only splintered hinges, pieces of wood and debris scattered on the ground by the entrance. Most of the windows in the front of the hall had been shattered, the glass falling to the outside of the hall and catching the soft glow of the lacrima lamps lining the streets. The flag that once waved proudly in the front of their courtyard had been cut to shreds, strips of it caught in the courtyard fencing and blowing softly in the wind. He couldn't see any other damage, though he was certain there would be far more on the inside.

Refocusing on the door, he took notice of a lump on the ground - that he had previously dismissed as being parts of the destroyed door - as it shifted and a small, feminine groan came from it and a faint purple mist escaped folds of fabric at the movement.

Eyes widening in horror, Master whispered, "Mira….?"

He took the next groan coming from the figure as confirmation, and he swallowed thickly. 'Oh no…'

Wasting no time, he quickly set the exhausted exceed down by the courtyard entrance, and sprinted towards his downed mage, fighting the tears that wanted to escape him. Now was not the time for that, he had children to save.

He didn't feel any active foreign magic in the area, so he was sure the enemy had gone, but a feeling of stagnant dark energy still hovered around the guild hall. 'Poison magic, maybe…?' he thought as he reached the injured mage.

He dropped down next to Mira and touched her shoulder, flipping her onto her side gently. Her face had a few bruises, her limbs a few more, and a shallow gash or two shone red on her pale skin, but nothing she hadn't handled with ease before. What had him concerned, his throat constricting with fear, was the purple veins shining brightly on her skin, seemingly spread throughout her whole body. That, along with her pained, shallow breathing, had him fighting down the magic surging angrily within him.

'I wasn't wrong. This can only be poison, and a strong one, too. We need to act quickly' He thought to himself. Looking up and into the doors of the darkened hall, his face paled considerably.

There, spread out throughout the hall, were the rest of his guild lying collapsed on the floor. Macao, Wakaba, Reedus to the left of the bar, laying practically on top of each other and gasping for air. Nab was by the stairs, draped over the railing to the second floor, Warren a few feet away completely motionless. Natsu had collapsed against a pillar a few feet back from the entrance. Several other guild mates were sprawled out, moaning in pain, most of them near the back corner where the hall seemed to have taken immense amounts of damage. After scanning the images before him, he saw his eye drawn to the second floor, where blood seemed to be dripping from the balcony, and saw Vijeeter, broken and cut, bleeding enough to create a puddle beneath him. All the mages he could see showing the same signs of poison as his demon barmaid, and the same purple mist he saw around Mira's clothing was permeating the air in the hall.

Doing his best not to be affected by the horrific sight, he took action.

'Wendy, I hope you get here soon…'

He scooped Mira up as gently as he could while still moving quickly, taking her to the far corner of the fenced in courtyard, and laying her down. Happy, who had woken up only moments before, gasped at the sight of her broken form.

"No, Happy!" Makarov commanded, stopping the blue feline before he could reach out and touch the mage, "They are poisoned, and I'm not sure how it spreads. You can't touch her".

Happy whimpered at this, tears in eyes again for what seemed like the hundredth time since he last saw Natsu and Lucy, but he backed away at Makarov's words.

"M-Master, w-w-what can I d-do?"

Not stopping in his efforts, Makarov answered Happy while running back to the guild entrance, "Wait at the entrance, keep the others from coming in. We can't risk anyone else getting infected."

The exceed nodded his head, foregoing his typical 'aye, sir!' response - he really couldn't summon strength to say even that much with how exhausted and worried he was.

Makarov entered the guild, again and again, pulling out mage after mage to get them away from the hovering poison magic in the air. He lay them side-by-side in the corner of the courtyard by Mira, Happy sobbing that much harder each time he saw another member of Fairy Tail exit the hall. When Natsu was pulled out, he nearly lost it and touched him - would have, if not for the arrival of Gajeel, Panther Lily, Wendy, and Carla.

When the dragon slayers and exceeds arrived at the hall, they were met with the site of half of their nakama moaning on the ground outside the hall, some with tears streaming down their faces, some screaming, and all with bright purple veins clearly visible under their paling skin. Both smelled the heavy scent of toxin in the air. Gajeel gagged, but managed to grab Happy before he flew straight into Natsu, who was in one of Master Makarov's enlarged hands, Warren in the other, as they were moved into courtyard from the guild hall. Wendy, a seasoned healer, fared a little better, but she looked both ready to kill and terrified for her family at the same time.

"What the hell happened here, Gramps?!"

Makarov didn't even acknowledge him, too busy with the task at hand.

Wendy snapped at him before he could ask again, "This is not the time, Gajeel! Call Laxus, I think he went to Porly's. I need her," her eyes turned from hard and determined to pleading, "please," she all but sobbed, "Get her here now. There's just… so much… I can't fix all this…"

Looking into the eyes of the teenaged dragon slayer, he sighed before placing a hand on her shoulder, "You got this, shorty," he encouraged, "Do what you can here. I'll call Laxus."

Wendy was pretty sure that was the first time in the iron slayer's life that he'd called the man by his real name. Under other circumstances, she may have teased him. As it was, it only saddened her greater that their situation was serious enough that even Gajeel was focused.

As the iron dragon slayer, Lily sitting with paws crossed on his shoulder, to activate his Com Lacrima, Wendy stepped into the center of what she had mentally deemed the 'triage area': the middle of all the guild members that Makarov had managed to extricate from the hall. Charle followed close behind, hovering over her shoulder. She was careful not to touch any of them as she drew on as much of her magic as she safely could, reaching both arms towards the sky as she recited the spell.

"Body Anomaly Reversal Magic: Raise!"

Wendy felt a drain on her magic for using and maintaining this enchantment on so many people. A few of the mages around her stopped moaning quite as much as they felt a small bit of relief from the magical poison in their veins, but the sky dragon slayer knew it wasn't enough. The enchantment, while extremely helpful, only stopped the magic from spreading the poison rapidly, it couldn't get rid of the poison altogether.

Sweat forming on her brow, Wendy gathered power to herself once again, "Dragon Slayer's Secret Art: Purifying Winds!"

Throughout the courtyard, Wendy's bright blue magic circle swirled under their feet and remained there, glowing softly while the spell was active. The wind picked up into a light, comforting wind around the injured mages, and the screaming and moaning stopped as the poison was slowly being purged from their bodies.

Breathing somewhat labored, Wendy sank to her knees, feeding power bit by bit into her two active spells. Charle frowned somewhat, but for the first time, didn't chastise her for using so much of her power so recklessly. Even she could see they didn't have many options. The healing fields she maintained were having an effect on the mages around her, but she knew they wouldn't be enough to eradicate the poison from so many wizards at once. Mass healing or purifying spells were always significantly weaker than focused spells placed on a single mage, but with so many wizards close to death, they'd lose people if she did anything else. 'Please Porly…' she mentally pleaded, feeling an exhausted desperation take hold of her, 'I need you to get here…'

Makarov finally pulled the last mage out of the hall, and Wendy paled upon seeing him. Vijeeter was poisoned much like the others, definitely. Unlike the others, he was heavily injured. If it weren't for the fact she could hear his faint, weak heartbeat with her enhanced senses, she would have been sure he was dead. He had several gashes along his midsection that were bleeding heavily. He had a massive bruise near his temple that was swollen and purple. His clothing was stained red and soaked in his own blood, and his right arm was hanging at an awkward angle.

Wendy rushed forward, pulling air into her lungs as much as she could to replenish her magic. Vijeeter was not going to make it if she didn't do something quickly, and she couldn't release her other spells without risking the lives of the rest of her nakama.

Makarov settled the injured mage at the edge of the group, watching as Wendy set to work. He could tell she was near exhaustion, but he didn't have the heart to tell her to stop healing and conserve her energy. Locking gazes with Charle over her shoulder, he knew she felt the same. It would kill her if Vijeeter didn't make her because she didn't have enough magic to heal his physical wounds, and he could see Gajeel getting off the com with Laxus at the entrance to the courtyard. He was counting on her lasting long enough for Laxus to bring Porlyusica to help.

Gajeel approached them both, still looking rather sick, and more than a little pissed off, "Old man, where the hell is the enemy? I'm gonna go teach 'em a fucking lesson, make sure they not not to fuck with Fairies…" He cracked his knuckles, looking around at his surroundings skeptically.

Makarov only sighed, shooting a tired glare at the iron slayer, "We need you here."

Scowling, Gajeel started to protest, but when his gaze shot to Wendy he deflated, resolve wavering. She was exhausted, Master's veins had taken on the same bright purple hue that the others' had, and there was no way he could leave them here alone when they didn't know where the enemy was. Hell, they could be hiding out nearby waiting to make another move. Eyes flicking toward Natsu and Mira, any desire to go after the assholes who hurt his nakama went out the window. He and Lily were strong, sure, and he was S-Class now, but these guys took out Mira, Natsu, and Lucy, while dealing with the rest of the guild, with only three members. He fucking hated admitting it, but he wasn't strong enough to go after them alone.

"Goddamn it!" He shouted in frustration, running his hands through his hair and turning away from the other two. Helplessness was a really terrible feeling.

"Happy!"

The little blue exceed looked up from where he sat, a few feet away from his pink-haired best friend, sobbing uncontrollably. He tilted his head at Gajeel, who'd called him.

"Stop actin' like a baby and help out, ya? We need to set up watch!" Gajeel called gruffly.

All three of the exceeds gathered around him, Lily still brooding on his shoulder, recognizing that he was right. Wendy was the only one who could help heal the others, and she was doing everything she could. They were the only ones here right now, so they had to help.

After a few sentences to each other, they'd decided who was doing what. Happy retook his stance at the courtyard entrance, Lily sat on the top of the East fence, Charle on the West, and Gajeel walked around between all three, listening intently in case they called out for help.

A few minutes passed like that, and he found his mind wandering. He just achieved S-Class after training for so long to get there, and still, he was didn't have the strength to go after the people who had so badly hurt his nakama, especially Lucy and Natsu, his kin.

It was bad enough his bond with Lucy was strained. All the slayers were Kin, the magic just drew them together and their bonds were stronger since they were coming from both mages involved, but he'd taken both Lucy and Levy as kin after Tartaros. They were the closest thing he had to family, and coming so close to losing them and everyone else had pushed his dragon into forming the bond as soon as he was able, as had Laxus and Wendy. Problem was, Lucy was different after the war with the demons. He knew she thought no one noticed, but there wasn't much you could hide from dragon kin, and they all felt a darkness in her she'd not had before. Even physically, she was more distant - taking jobs that took her far away from the guild for months at a time, staying in Magnolia only for a few days at a time unless she was seriously injured (something that happened more often than any of them would like). She took on jobs that were far too dangerous, was far more reckless while doing so, doing everything she could to keep from relying on her teammates. She'd slowly pulled away from Team Natsu to the point where the team was all but done, and Gajeel was certain the only reason she was still alive was that Salamander adamantly refused to let her go on missions alone, something that annoyed Lucy to no end, but the other slayers were really grateful for. The physical and emotional distance she'd put between herself and the other slayers was taxing on their bonds, and it left most of them rather agitated most of the time. The fact that she was hurt again…

His thoughts cut off abruptly, Gajeel stiffened.

'No…'

He looked around the courtyard.

'Fuck… This can't be happening…'

He rushed around, looking frantically from face to face, searching.

A crack of thunder and the bright flash of lightning drew everyone's attention to the front of the hall, Happy jumping back in fright.

Porlyusica ran towards Wendy carrying a large container of glowing blue liquid, falling to her knees beside Vijeeter and brining the potion to his lips.

Laxus followed behind just as frantically, took one look around at the injured wizards of his guild, and his eyes narrowed as lightning licked at his skin.

"Where the fuck is Lucy!?"