Chapter 4: Counterstrike

"Regardless you face total annihilation at the power of the Jupiter Cannon, you have fifteen minutes left Fairy Tail!"

As soon as Jose's proclamation was made, hundreds of spectre-like figures with glowing red eyes and clad purple cloaks began to fly towards the Fairy Tail guild hall.

"What's Jose thinking?" Macao asked incredulously, "If he fires Jupiter now his own men will be caught in the blast."

"He must be bluffing." Wakaba added confidently, however a certain Card Mage was quick to shoot down his assumption.

"I'm afraid not." Cana said, "That's Jose's magic, Shade. In other words, those Phantom soldiers aren't real, so it won't matter to Jose whether they're destroyed or not."

"Then I'll take out the cannon!" Natsu boasted, "I just have to destroy it, right?" Cana nodded in response to the Dragon Slayer's question.

"Wait Natsu!" Kushina called out, "You want to fight Gajeel more than any other opponent now, right?" There was a nod from the Dragon Slayer, "And it's more than likely Phantom has one of the Element Four guarding the Cannon, so don't waste your energy on fighting one of them."

"Okay…" He said, reluctantly agreeing with Kushina's reasoning, "But who's going to take out Jupiter?"

"Who do you think?" Naruto asked rhetorically as he stepped forward.

"That's right." Kushina said, "Listen up! I, Natsu, Naruto, Gray and Elfman are going to launch an assault on Phantom's base. Mira will take care of the wounded. Cana, you will be in charge of coordinating the attacks against the shades. Any objections?" When no one responded Kushina smiled, "Good! Now let's show these Phantom bastards what real wizards look like!" There was a roar of approval from the crowd.

Natsu took off on Happy, flying towards Phantom's base in an effort to pick up Gajeel's scent. Gray constructed an ice bridge for him and Elfman to cross over on.

Kushina of course, had her own way of getting across the water, "Chain Make: Swing Shot!" A golden chain was launched from her palm, piercing into Jupiter's barrel. Once she gave the chain a tug to make sure it was stable, she offered a hand to Naruto, "Ready?" Receiving a nod from her son as he took her hand, Kushina yelled out another command, "Retract!"

"Then we'll hold down the fort here!" Cana yelled, holding a tarot card between each finger as Naruto and Kushina were pulled towards Jupiter.

When the two reached Jupiter, both were able to scale the barrel's sides, Naruto using his claws to grip the metal and Kushina using the last remnants of her chain. "This is where we're going to need to separate for now Naruto." Kushina spoke up, addressing her son, "After all, we both know who I'm going to have to face."

"Jose," Naruto said, though the blond didn't necessarily need to be told he was right, "Stay safe mom."

"I should be the one saying that to you." She said playfully as both Uzumaki grinned at each other. Kushina watched as Naruto entered the inside of the Jupiter Cannon, realising the best way to disable the cannon was to destroy its internal power source. The elder Uzumaki turned to the front of Phantom's castle and cracked her knuckles, "Now, where should I get started?"

Naruto was currently making his way through the inside of the Jupiter Cannon towards a source of light at the other end of the weapon. When he reached it he was met with the sight of a room containing a large, colourless, transparent, spherical Lacrima with four smaller Lacrima of the same shape surrounding it. Each of the smaller Lacrima were coloured red, green, blue and brown.

"Eleven minutes until Jupiter fires." An automated voice rang out, indicating the countdown until the turret could fire again.

"So they're using the Lacrima to focus the magical power they need to fire of Jupiter…" Naruto mumbled before he grinned, "Still though, it's nothing a good explosion can't destroy."

"I'm afraid I can't allow that." A voice spoke up, looking down in the direction of the voice, Naruto saw a man dressed in a red fur-lined trench coat with mesh armour wrist and shin guards. The man's hair was done up in a white and black topknot hairstyle and he had an incomplete line of black face paint going across his features.

"Are you one of the Element Four?" Naruto questioned, noticing the man was completely alone, so he was presumably a powerful wizard.

The man smirked, "You are correct, I am Totomaru of the Grand Inferno."

Naruto clenched his fists, realising that the now-identified Element Four member was almost-certainly not going to let him destroy the Jupiter Lacrima, "Well, Element Four member or not I'm destroying this Lacrima! Bomb Burst!" He declared as he jumped down from his position and landed, sending a series of explosives towards the central crystal.

"Yellow lights," Totomaru mumbled before he smirked confidently, "so Master Jose was right to select me as the Jupiter Lacrima's guard." The fire-user's musings were lost to the sound of the explosions.

However, barely a moment after the detonations occurred, an opaque, orange orb that was roughly half the size of one of the smaller Lacrima in the room flew from the smoke. Realising that the orb was headed straight for him, Naruto jumped out of the way of the projectile's path, the object struck the wall behind him, dissipating in a cloud of flames. The blond turned his attention back to the smoke cloud, his eyes widened in shock as the Jupiter Lacrima appeared completely unscathed.

"Ten minutes until Jupiter fires." The automated voice rang out again.

"Surprised?" Totomaru asked condescendingly, "Your explosions are useless against me! It doesn't matter if it's natural or magic, all fire bends to my command!" He declared boastfully.

Naruto growled in annoyance, realising it could be tricky to find a way around Totomaru's abilities, though there was still something bothering the Uzumaki about the results of his attack, "How did you know they would explode?" After all, one wouldn't immediately assume light of all things would spontaneously combust.

"You may have never given an interview before, but it's obvious to me you're the so-called 'Hellhound of Fairy Tail'." Totomaru explained before he continued, "Eyewitnesses to your exploits describe what occurs when you use your techniques. Stopping your attacks was a simple matter via using the flames to cushion their concussive force."

Naruto clenched his teeth in response to the fire-user's explanation, 'Dammit, that means this bastard is going to be tricky to deal with. Looks like I'll need to do this the old fashioned way.' He thought, rushing at the Element Four member with the intent to fight him in hand-to-hand combat.

"So now you don't want to use magic?" Totomaru sneered as he dodged Naruto's blows before jumping back a fair distance from the blond and drawing his sword from its sheath, "That's fine by me! My katana is at the ready!"

"Nine minutes until Jupiter fires." The automated voice rang out again.

The announcement became a cue for the combatants to rush at each other, Totomaru struck out with a vertical slash. What he wasn't expecting was for Naruto to grab both sides of the blade with his palms and hold it there, "What was that supposed to accomplish?" The fire-user scoffed.

"This." The Uzumaki replied simply, kicking the Element Four member in the stomach. Totomaru gave a grunt of pain, placing his sword to his side as he did so and clutched the area where he'd been struck, courtesy of the wound on his abdomen that had been inflicted by Naruto's claws. The blonde however, wasn't finished, "Explosion Twister!" He cried, hurling a series of explosives so that they formed a tornado-like shape.

"It won't be that easy!" Totomaru shouted in rage as he nullified the explosions and once again hurled the resulting flames in the blonde's direction. Naruto once again avoided the fiery orb tossed at him, despite the fact that his counter missed, Totomaru soon regained his composure as he spoke up again in a self-confident tone, "Did you honestly think that would work? What were you trying to-" The fire-user was cut off when a sudden explosion directly next to him sent him hurtling backwards, causing his katana to fly out of the hands

"What in the…?" The Element Four member muttered groggily, though his shock quickly turned to anger when he noticed his sword was now hardly more than a badly scorched stump. The fact was further aggravated when he noticed Naruto's smug grin.

Another announcement was voiced as Jupiter's countdown continued, "Eight minutes until Jupiter fires."

"What did you do?!" Totomaru growled angrily.

"Well, since you asked so nicely." Naruto began sarcastically, "I can also turn anything I touch into a bomb, you just didn't notice I'd placed one on your sword." With his opponent disarmed, Naruto lunged for the Phantom mage.

However, Totomaru raised his hands up to cast a spell, realising his only means of fighting up-close was gone, "Orange Fire!" The attack struck Naruto almost directly. Normally a little fire wouldn't bother the blond, having spent much of his time around Natsu but the flames produced a particularly foul stench that caused the Uzumaki to stop in his tracks. His nose may not have been as sensitive as Natsu's but the smell was still terrible.

The Element Four member smirked at his successful attempt to incapacitate his opponent, "Smells like an old rag soaked in spoiled milk, doesn't it?"

"That was a cheap shot." Naruto said, squaring up to Totomaru.

"And blowing up someone's sword isn't?" The fire-user retorted as he mimicked his opponent.

"Seven minutes until Jupiter fires." The announcement rang out again.

Meanwhile on the ground the fight against the shades Jose created was more or less a stalemate, with neither side gaining any ground, though the Fairy Tail wizards were slowly beginning to become tired. Bisca was currently fending off a group with her magic shotgun, however one attempted to blindside her and would have passed through her to weaken her if it weren't for the actions of a certain Card mage, "Thanks for the save Cana." She said in gratitude.

"You can't afford to let your guard down; those Phantom creeps don't know what it's like to have your friends hurt or their guild hall destroyed." The Card mage said as several of the other mages held off other shades, "Keep fighting! We've got to trust Naruto to take down Jupiter!"

"Well that's good and all!" Wakaba yelled back at the brunette, "But where the hell did Loke get off to?" He asked, taking note of the ring-user's absence.

"He said he had to get something." Macao replied as he used his Fire magic to incinerate a nearby shade.

"At this time in the battle?!" Alzack shouted in surprise, "What does he think he's doing?"

"Don't worry about Loke." Cana said with a confident smile, "He doesn't do something like this unless it's important, so he has his reasons." As she was saying this the auburn-haired wizard was running through the streets of Magnolia, looking for a particular set of keys.

With the assistance of her guild mates Cana was able to make her way to a boarded-up area at the back of the guild, where Mira was able to speak to her through the gaps in the wood, "Mira, how long do you think we have until Jupiter fires again?"

"I'd say about six minutes." She replied worriedly.

"Don't worry, I'm sure Naruto is working on a way to stop it." The Card mage said, attempting to calm the barmaid's worries.

"I know, but still… and Elfman…" She trailed off, while she believed in her younger brother's abilities the Element Four residing in the base were still S-Class wizards and definitely shouldn't be taken lightly. Her fear for Naruto's wellbeing was because the blond was like another little brother to the eldest Strauss not just because he hung around Lisanna but also because the Uzumaki's condition gave the white-haired mage a sense of kinship towards him.

"They'll be fine," Cana said, giving a sympathetic smile to her friend, she held similar sentiments, even if she didn't express it openly, "besides, you know who's with them."

"Yeah." Mira chuckled, reassured by the fact that Kushina was also present within the castle walls before silently wishing her fellow guild members luck, despite her still-worried expression.

"Stand still!" Naruto shouted at Totomaru, having morphed into his Etherios Form. The Element Four member was able to avoid the attacks while simultaneously launching his own, despite having a bloody gash on his right shoulder from being taken by surprise by Naruto's increased speed in his transformed state. The two had practically fought one another to a stalemate with their barrages as another update on the countdown of the Jupiter cannon sounded.

"Five minutes until Jupiter fires." At the latest announcement the smaller Lacrima began to glow their respective colours as the central Lacrima began to shine with a bright, white light. Both mages realised what it meant, Jupiter was entering the final stages of the charging process.

"Looks like Jupiter is almost done, it won't be long before your pathetic guild is wiped off the face of the Earth!" Totomaru declared confidently.

'Crap.' Naruto thought, 'I'm running out of time, if I can't destroy Jupiter soon the guild will be-' A sudden thought struck Naruto, silently berating himself for not realising the solution to his problem sooner. He shrunk back down into his normal form.

"Given up have we?" The Element Four member asked, his tone filled with arrogance.

Naruto's response was to grin at his opponent's naivety in assuming that he would surrender easily. The gesture was surprising to the fire-user, but not as surprising when Naruto turned so his back was facing him and hurled a series of explosives in the opposite direction.

"What was that supposed to-" Totomaru began but stopped at the last minute when he realised the explosives were moving straight towards one of the walls, 'He's going to bring the building down!' He thought frantically as he barely contained the explosives and got ready to throw the now-empty shell of fire at the blond. However, Totomaru didn't get a chance to as Naruto was hurling another round of explosives at a separate wall, forcing the Element Four member to dissipate his current orb and focus on containing the next batch.

Unbeknownst to Totomaru, this was all a part of Naruto's plan, 'Time to turn up the heat a little.' He thought in satisfaction, enjoying the fact that he was beginning to fluster the overconfident Phantom mage. "Clone Magic!" He declared, splitting into the four clones he'd used to attack Phantom's HQ in Oak Town. The four didn't need to say anything to one another verbally, knowing the original's idea.

"Four minutes until Jupiter fires."

"Let's do this!" Laughter declared, each of the clones sending their own barrage of explosives throughout the room.

"It doesn't matter how many bombs you use; you won't be able to destroy Jupiter's Lacrima." Totomaru said, due to all the explosives detonating a single orb had been formed which was now approximately the same size as one of the smaller Lacrima. The fire-user didn't have time to throw the fiery sphere at the blond as his target was continuously throwing more bombs and, in doing so distracting the Element Four member, causing him to add more flames to the steadily-growing orb in an attempt to contain the increasing number of explosions.

Suddenly, Totomaru felt something was wrong with the shell of flames, as if he was beginning to lose his control over it, "What's going on?" He asked, his face beginning to crease with worry lines, which turned into shock as he realised the orb was beginning to destabilise and that meant only one thing, the explosions that were currently taking place within the orb were going to be released.

"So you've hit your limit?" Naruto asked smugly, having turned back into the original once the fire-user began having trouble maintaining the sphere as he took note of Totomaru's change from worry to anger when the Element Four member realised he had done exactly as Naruto wanted, "And with that I say tick, tick, boom!" As Naruto said this the sphere did exactly as predicted and blew up, not only obliterating the Lacrima but also destroying the inner end of the barrel of the cannon, which after being so badly damaged, crashed into the sea. On the ground, many Fairy Tail members gave cheers of triumph at the threat of Jupiter being removed.

"So Jupiter has been destroyed? And by that Uzumaki brat no less." Jose mumbled to himself atop his position with the base's central control room, "No matter, there's more than one way to skin a cat. Gajeel?" He asked as he raised a Communications Lacrima up.

"What is it?" The gruff voice of the Iron Dragon Slayer rang out, having been assigned to guard Lucy's cell.

"Bring Miss Heartfilia to a new location, I will leave it to your discretion, we're awakening the Giant."

"Yes!" Naruto cheered as the vast quantity of smoke that had filled the room as a result of the explosion dispersed. The sight that was revealed was one of utter devastation, the room that formerly housed the Jupiter Lacrima was barely standing as cracks lined the walls and the large hole formed from the destruction of Jupiter's barrel allowed light to stream in. Luckily Naruto's condition meant he was immune to explosives, or to his knowledge at least, his own ones.

The blonde's revelling was cut short as a familiar voice cut in, "You, son of a bitch!" Naruto turned to the source of the voice, realising it was none other than Totomaru. The Element Four member was looking worse for wear as his coat was badly singed and he was panting heavily.

"You're still not down?" Naruto asked in slight aggravation.

"I constructed a hasty flame shield which blocked a majority of your blast." He briefly explained, still glaring daggers at Naruto when suddenly the room shook from an unknown tremor, "He's activating it!" The fire-user exclaimed in surprise.

"What do you mean?" Naruto asked, trying to keep his balance as the room began to shift.

Totomaru grinned, "Phantom's ultimate weapon, one that will surely spell the end of-" He wasn't able to continue as he was sucker-punched in the jaw by Naruto, knocking him out.

"All you needed to say was 'Phantom's ultimate weapon', now I just need to figure out a way to stop it." Naruto said.

"Naruto!" He heard a familiar voice call out to him as Gray and Elfman entered the room from a hallway leading into another part of Phantom's base, "We heard the explosion and came running." The Ice-Make wizard explained, though both mages visibly relaxed as they took note of what had transpired.

The Uzumaki grinned in response, "Yeah, as you can see, I took care of things here. Have you guys encountered anyone else from the Element Four?" He asked.

"No, we haven't." Elfman replied, "But what was that shaking just now?"

"This guy," Naruto said as he gestured to the unconscious Element Four member, "said it was something about Phantom's ultimate weapon."

"So they have something stronger than Jupiter? What could it be?" Gray asked in shock, doing his best to maintain a calm persona.

"I'll go take a look." Naruto said, using his claws and natural agility to ascend one of the many piles of rubble formed from the explosion towards the hole that used to house Jupiter's barrel. The blond paled when he saw the sight before him, Phantom's base had shifted around in such a way that it barely resembled a castle, instead turning into a construct that looked more like a giant human than a fortress. However, that wasn't why he was immediately fearful, as he looked up he noticed the giant's right hand was being used to draw a colossal magic circle and one that he recognised. The bomb-user jumped down to deliver the grim news to his allies.

"Well, what did you see?" Gray asked in concern as he noted the worry on Naruto's face.

"They've turned their base into some sort of machine that's casting a spell." Naruto explained before he continued, "The thing is, the spell that's being cast is called Abyss Break and with the size of the magic circle they're using, it could wipe out all of Magnolia."

The information clearly alarmed both Gray and Elfman, "Well then, what are we supposed to do?!" The Take-Over mage asked.

"I don't know." Naruto said, looking down despondently before raising his head up again, this time wearing an expression of determination, "But we need to find whatever is powering it and destroy it. I know it's not ideal but I think we have to split up, it'll give us a better chance of finding the source." The other two mages nodded as they couldn't argue with the blonde's reasoning, each of them silently wished each other good luck as they departed, intent on now saving not only their guild, but also their town.

A few minutes earlier (with Kushina).

"Well this is a pain in the ass." The redhead grumbled, for all of the time she had been in the mobile guild base the only opponents she had encountered were grunts and top of that she was completely lost and had been wandering aimlessly within its halls for ages.

Luckily, her prayers were answered when she heard the cries of a certain Fire Dragon Slayer, "Where's Gajeel!" She heard Natsu's voice yell as she went in his direction, eventually finding them in a hallway and witnessing the end of Natsu attempting to interrogate a Phantom mage, attempt being the keyword as it appeared the man had been knocked out before Natsu had begun yelling at him.

"Kushina!" Happy cried in glee, being the first of the duo to notice her presence as he flew over to her and perched himself on her shoulder.

"Hey there Happy." Kushina chuckled, stroking the flying cat gently, Natsu looked ready to greet her, but before he could the entire base shook with a resounding boom.

"Are you okay?" The Dragon Slayer asked as the trio steadied themselves.

"Yeah," Kushina replied, "Any luck finding Gajeel?"

"No," Natsu said, clearly quite annoyed that his search was currently fruitless, "What about you?"

Kushina laughed nervously at this, it didn't take too long for both of her fellow guild members to realise that she lost, "Strongest woman in the guild and she gets lost." Happy deadpanned.

Before the redhead could retort, the hallway they were in began to move, Kushina was alright when it came to maintaining her balance, though Natsu was beginning to look a little green and had to steady himself against a wall. Once the hallway stopped moving, Kushina didn't bother retorting to Happy's quip as a dark aura slowly began to leak off her as her hair began to rise despite there being no breeze. The blue cat immediately flew off Kushina's shoulder, he didn't realise her reason for the increasing rage, but he knew as well as anyone in the guild to not anger her.

Natsu was still recovering from his bout of motion sickness as Kushina spoke up, "Have you been neglecting your training?" After her question the Dragon Slayer froze, giving away the answer to the redhead causing her to sigh in a mix of annoyance and exasperation, "You know that if you ignore it, your resistance to motion sickness will start to regress."

"W-wait, I-I can explain!" Natsu stammered, shortly after the Dragon Slayer had joined the guild he had been required to take missions with the supervision of a senior member. When Kushina learned of his motion sickness she had him spar with anyone who had the time on a rocking boat, resulting in Natsu becoming resistant to motion sickness. However, after he first discovered the useful trait he believed he didn't need to train anymore, an idea that was soon rebuffed when his motion sickness began to return. While he still did the training from time to time, sometimes he would go through a period where he wouldn't do so, meaning his motion sickness would gradually return.

Kushina held up her hand in response, "No need, I'll overlook this for now given the situation, but mark my words, once we're done with this I am going to put you through hell and back. Are we clear?" She asked as Natsu was shaking with the fear of incurring her wrath, though he still managed a light nod.

Natsu soon got over his fear as his nose twitched, "Is it Gajeel?" Kushina asked, Natsu once again nodded at the redhead's question, "Then go." At her command, Natsu and Happy ran off, intent on tracking down the Iron Dragon Slayer.

Omake: The Ice Mage's Lesson.

Fiore, X774

Gray Fullbuster sat atop a hill overlooking Magnolia, the novice Ice-Make wizard had recently joined the Fairy Tail wizard guild, doing exactly as his late teacher Ur had asked of him by going west and finding the guild he liked the best. However, shortly after joining the young boy had encountered another young member of the guild, Naruto Uzumaki, a boy who appeared to possess the feature of a demon from the Book of Zeref. Given Gray's experience with the demon Deliora and how it had destroyed his village, killing everyone else while he miraculously survived, then the very same demon had battled with his teacher the battle being so tough that Ur's only option was to seal it away, sacrificing herself in the process.

Naturally, this caused Gray to develop a deep-seated hatred for demons or at least those from the Book of Zeref. Though the young blond hadn't shown any malice towards Gray, he couldn't help but act cold towards him. Footsteps behind him alerted him to the presence of someone approaching, he turned to see a red-haired woman he'd seen around the guild hall and he knew her name, Kushina Uzumaki, Naruto's mother.

He didn't think he needed to be told what she was there for, "Look if you're here to chew me out about how I acted to your son, I just don't like him so I'm not going to apologise."

"And I'm not expecting you to." She retorted, taking a seat down next to him on the grass, "I'm not going to pry but I'm guessing that you've had a bad experience with demons in the past."

"And what would you know?!" Gray snapped, giving the redhead a furious glare, especially as she just assumed something about him when she didn't even know him.

"Quite a lot actually." She replied sternly without missing a beat, "You don't have to tell me anything but it's always best to talk with someone who understands what you've been through." She said in a slightly more-comforting tone.

Gray remained in silence, choosing only to look down before he eventually spoke up, "Deliora." In Gray's mind, if Kushina was indeed telling the truth about demons she would surely know of the destruction that it caused and hopefully understand his hatred for the abominations.

"Ah…" Kushina said, "I'm aware of it, but Naruto isn't Deliora, is he?" She questioned.

"No, but-"

"Then there shouldn't be a reason for you to hate him. And I know what it's like, losing people you care about to a demon, I lost a lot of good friends to the one who attacked my village, including my husband." She said, looking down solemnly, "But the point is, I do understand." At this she put an arm around the young boy's shoulders.

The Ice-Make wizard grumbled at the action, but didn't shrug it off until he stood up and walked off. Afterwards Kushina made her way back to the guild, she smiled as she noticed Gray chatting with Naruto and Cana, the three now all getting along.

A/N: Well, I hope you all enjoyed this chapter, I'm sorry this took long coming out. Next chapter will see a slightly changed version of Elfman's back story as well as a massive change to the Gray vs Juvia battle, but you'll all just have to wait and see what that is. Also, just want to say, if any of you are interested, from the 21st-27th of July will be NaLi week and I will be doing a series of one-shots based on the prompts with two extra one-shots for the pre-week celebration on the 20th (or possibly before) and the 28th which will be the bonus day. Anyway, I'll hopefully see you all next chapter.