Erza groaned as she cracked her eyes open, feeling sore and drained of magic even after her rest from being struck by the blast of the Jupiter Cannon. She attempted to sit up but stopped as Mira's worried voice rang out, "Erza stay down!"

"…Mira…" Erza mumbled, "What's going on?" She asked tiredly.

"The battle is far from over but Naruto was able to destroy the Jupiter Cannon." Mira informed the redhead.

Erza smiled lightly at the news, "That's good."

"It is but…" Mira said, trailing off though she was quickly forced answer the swordswoman's questioning look, "After Jupiter was destroyed, Phantom's base… changed, for lack of a better word. It's constructing the magic circle needed to cast Abyss Break."

"Then I have to help stop it!" Erza shouted, yet again attempting to stand to her feet again, though this time she managed to successfully stand to her feet. However, she barely walked more than three steps before Mira stopped her.

"Erza please, you need the time to rest." The white-haired barmaid pleaded.

"Mira, I can't!" The Requip mage asserted, despite her injuries, "I need to help everyone in any way I can-"

"And you can't do that in the state you're in!" Mira shouted, promptly silencing Erza, a look of surprise on her face at Mira speaking up against her. "You're magic took a huge hit from stopping Jupiter's blast. I know you want to fight, even though you're tired but going in there with hardly any magic left would be suicidal. So, I'm going to help you out." She said, clasping Erza's hand.

"Mira, are you sure?" Erza asked, realising what her friend was going to do. The barmaid's response was to give her friend a reassuring smile.

"I know I'm not active anymore since… the incident, but I was still an S-Class mage and if I can do anything more to help, then this is what I want to do." Mira explained, beginning to focus her magic on Erza. (1)

The Requip mage began to feel her store of magic refill, if only a little bit, the process only lasting for a few moments. As soon as it was finished Erza had to steady Mira, who now looked slightly pale, "Are you okay?" Erza asked, assisting the model in sitting down.

"I'll be fine." Mira assured, "I just need a little bit of rest. Now go and show Phantom why you don't mess with the Queen of the Fairies." She continued encouragingly.

"Right." Erza said as she began to walk towards the exit of the guild, intent on joining her allies on the battlefield.

"Oh and Erza?" Mira asked, she continued once the S-Class mage turned to her, "Please… look after Elfman."

Erza nodded in response, "I will, but you shouldn't worry about Elfman, he can handle himself just fine."


"As a real man it's my duty to protect Fairy Tail no matter what!" Elfman roared, letting out a battle cry as he charged through the halls of Phantom's base, attempting to coax a Phantom mage out of hiding, more specifically a member of the Element Four.

His ploy quickly worked, as soon as he stepped on a tile, an eye opened-up on it and Sol's figure emerged from the ground behind Elfman, "Salut." The Earth mage said darkly as Elfman turned to face him.

"One of the Element Four." Elfman muttered, throwing off his jacket.

"Comment ca va?" Sol questioned, "My name is Sol, Monsieur Sol."

"Like I care, all I want to know about is how to stop this thing." Elfman stated, "Full-Body Take-Over: Reptile!" (2) He shouted as his body was encased in light, when it cleared Elfman was changed. His body was covered in rough, green scales. His toes had fused into two points on his feet with another appendage at the heel both this and his fingers were now tipped with claws. The only difference being that the claws on his fingers were hooked. His face had developed into a snout not too different from that of a monitor lizard. Finally, a metre-long, muscular, lizard-like tail now protruded from his lower back, "So how about you tell me?!" He roared at the Element Four member, showing off his now inverted, dagger-like teeth and a forked tongue.

"Oh?" Sol said with intrigue, "Your entire body, it seems the rumours about you were wrong then." Sol's condescending tone implied that he wasn't impressed.

Elfman gritted his teeth, knowing what Sol was getting at, "If you don't shut your trap, I'll make you!" He shouted, lunging at Sol. However, despite Sol's tall and lanky build, he proved to be much faster than he appeared, but he wasn't quick enough to avoid the front of his suit being shredded. Though Elfman's new form demonstrated how physically powerful it was by destroying the ground the Earth mage had been previously standing on.

Contrary to the situation he was in, Sol kept an arrogant smirk as he spoke to Elfman once again, "Didn't you have a little sister?" He asked as leapt back, "Sable Dance!" He called, whipping up a billowing sandstorm. Luckily Elfman's reptilian form meant he wasn't as affected by the sand as he would have been as he slowly but steadily pushed through the sandstorm. Bizarrely, Sol didn't attempt to flee, even as Elfman reached to grab him and contain the Element Four member in a vice-like grip.

"Got you!" Elfman exclaimed in triumph, much to his surprise though, Sol turned to dust in his hands, "What the-?!"

"Roche Concerto!" Sol called out, having used the distraction to get behind the Take-Over mage. Immediately, the debris Elfman had created in his new form soared upwards, striking the second oldest Strauss and forcing him to leap back.

"Non, non, non!" Sol said, disappearing once again into the ground, only to almost-instantly reappear behind Elfman and wrapping his body around Elfman's right arm and leg like a snake, "Salut!" Sol once again greeted.

"You are seriously creepy." Elfman stated, attempting to pull the Earth mage off, only for Sol's body to stretch like a rubber band, even with Elfman's increased strength.

"Non, non, non! With three nons, you don't stand a chance!" Sol said, confident in his ability.

"Get off me Man-Sewer Sol!" Elfman stated, still pulling on the Earth mage's body but to no avail.

"It's monsieur idiot!" Sol corrected, clearly insulted by the Take-Over mage's pronunciation as he proceeded to rapidly unravel himself and launch a mid-air roundhouse kick at Elfman. The middle Strauss flinched at the impact, surprised by the strength behind the kick, but took silent satisfaction in the fact that Sol hissed in pain lightly.

However, the Element Four mage was quick to recover as he began to insult Elfman once again, "Two years ago, you attempted a Full-Body Take-Over and failed, no? You went berserk?"

Elfman's expression briefly flashed with guilt before he verbally retaliated to Sol's jab, "You shut up!" Elfman then proceeded to launch himself at Sol again, priming his claws for a vertical slash. However, he was soon halted by a sight that horrified him, just before he was about to land his blow he realised his target was no longer Sol, but instead an exact replica of a fifteen-year-old Lisanna Strauss. "Lisanna…" He mumbled in shock.

"I apologise," Sol said in an insincere tone, "I took the liberty of scanning your memories when you so rudely stepped on me earlier." He continued, chuckling darkly.

"Why you!" Elfman growled, clearly angered by the Earth mage using the image of his younger sister against him.

"My, my what an adorable little sister you have. I guess that from your memories you haven't seen her in a while?" He asked, clearly enjoying pushing Elfman's buttons, "Oh excusez moi, now I see that she was buried in the cold, dark ground." He continued, feigning sorrow.

Elfman continued to stare in shock at the duplicate of his sister, changing back to normal, "Que horreur! How could you do something so cruel to someone who loved you so much?!"

Then as if the situation couldn't become even more torturous for Elfman, the statue spoke in a mixture of Sol and Lisanna's voice, the eyes opening as it did so, "Yeah, big brother Elf!"

Elfman attempted to regain his composure and let out a roar as another magic circle indicated he was going to change his form again, his body beginning to lightly shimmer, 'I can't let him get to me! I've got to do this.'

"Non, non, non. Surely you are not thinking of using that form? Don't you remember what happened the last time you tried?" Sol asked condescendingly, twirling his moustache as a multitude of replicas of the youngest Strauss rose from the ground, all of them looking at Elfman with a mix of fear, anger and clearly ashamed of the middle Strauss.

"It was all your fault!"

"How could you forget?!"

"I thought you loved me?!"

"I only want to help you!"

"No, don't do it!"

After the cries were hurled, the shimmering around Elfman stopped and he fell to one knee, exhausted from his attempt at using his most powerful form. "You really shouldn't try to do something you know you're incapable of." Sol lectured, "All you've done is wasted your magic energy."

"You're nothing but a coward." Elfman growled, "A real man would fight me instead of messing with my head!"

"Are you insinuating that I'm not a real man?!" Sol asked caustically as he began to disintegrate the statues, collecting the dust into a swirling mass, "Non, non, non. How dare you insult me like that?! Connard, what gives you the right to tell me how a real man should behave?! You're not a man, you're a monster who murdered his little sister!"

"Platre Sonata!" Sol cried, the dust of his statues collecting into a large, fist-shaped rock. The Earth mage then proceeded to smash the structure into Elfman, crushing the Take-Over mage into a wall with enough force to shatter it and exposing a view of the battle taking place at the guild hall below. "You also have an older sister, correct? Mirajane Strauss, formerly known as the She-Devil, but now she doesn't even hold a fraction of the power she used to. It's a shame, but it won't be long until she is destroyed along with the rest of your guild." Sol said, "You killed Lisanna and soon Mirajane will join her. Imposter! Your manly image is just a façade to hide the weak, powerless wizard you really are!" At this a magic circle appeared before Sol, casting its glow upon Elfman, causing the middle Strauss to clutch his head in pain.

"A real man would never let that happen to such fair creatures. For that crime, you shall receive eternal torment!" Sol stated, "Merci la Vie! You shall become part of the earth and relive your most painful memories over, and over again!"

"No! Stop it!" Elfman screamed as a bright, white light blinded his vision.

After a few moments, Elfman found himself in an area he knew quite a lot about, the gravesite of his former pet parakeet, who had passed away when he twelve. Strangely, there seemed to be a thick mist that obscured most features of the landscape, 'What am I doing here?' Elfman thought as he stared at an image of himself when he was twelve, crying over his parakeet's grave.

"Big brother Elf!" He heard a voice cry out from the mist as another person came into view, an eleven-year-old Lisanna Strauss came running towards him.

"It's you, hey!" Elfman said, breaking out into a smile as he bent down to pick her up. Much to his shock and horror though, she passed straight through him like a ghost.

"Come one, please try to cheer up." The younger Lisanna said reassuringly.

"I can't! My parakeet's dead and it's all my fault!" The young Elfman replied sorrowfully.

"No it's not! You had nothing to do with it, even though it's sad all living things have to die eventually."

"Really? Everything has to die?" The young Elfman questioned.

"It's sad but that's just the way life is." Lisanna replied, "Don't worry your friend will live on in your heart for as long as you live."

"Live on in my heart?" Elfman mumbled, smiling fondly at the memory, however that feeling was quickly cut short by the young Elfman's reaction, which was the exact opposite to the older one.

"Shut up!" He cried, shoving Lisanna away from him, "You don't understand how I feel!" At this, the young Elfman proceeded to turn his back and run from his little sister, still sobbing.

Lisanna began to tremble as her brother ran off and began to cry. The older Elfman was of course distraught by the scene he had witnessed, "Don't cry Lisanna." Elfman said, trying to reassure the crying girl, "I didn't know what I was saying."

"Jeez…" He heard someone remark distastefully, Elfman turned to see a younger version of Mirajane before the landscape changed, now Elfman was standing in Magnolia South Gate Park.

"Don't tell me that you two are fighting again?" A fifteen-year-old Lisanna Strauss chuckled, addressing her question towards Natsu and Happy. The latter two were seated at the base of a tree. Curiously, Naruto was with the two, perched on a branch using the claws on his feet.

"Natsu ate my whole fish and he didn't even ask me first!" Happy accused.

"Whenever I eat anything you say it's yours." Natsu remarked back in a snarky tone.

"Well maybe you shouldn't take others' food." Naruto said teasingly, he and Lisanna laughing lightly at the scowl the Dragon Slayer gave them.

"No, this is the day that…" Elfman mumbled, however he was quickly broken out of his musings by the arrival of a now-older Mirajane and Elfman.

"Come on Lisanna, let's go we've got to get to work." Elfman stated.

"What? We just got back from a job, can't we take a little break?" Lisanna asked.

"Yeah but it's an S-Class quest, Mirajane wants us to come along and help her out with it." Elfman explained.

"No way! Totally unfair!" Natsu protested.

"What kind of job is it?" Happy asked curiously, in contrast to his partner the blue cat wasn't annoyed about somebody else going on an S-Class mission.

"It's an emergency S-Class request, we've been assigned to kill this monster called 'the Beast'." Mira explained, "You guys wanna come with us?" Mira teased the other mages and the cat, giving them a wink.

"Hell yeah!" Naruto said eagerly, jumping down off his branch.

"Do what…?" The younger Elfman questioned almost incredulously, "I'm the man in this family, I can protect you both on my own!"

"Aw, why do you have to hog all the fun?! Take me with you!" Natsu grumbled, looking ready to throw a tantrum. On the other hand, Naruto, while he looked disappointed didn't object to Elfman wanting to do the mission without either of them.

"At any rate, we need to get going." Mira said, at this prompt, she, Elfman and Lisanna began to walk off. Hearing Natsu huff, Lisanna gave her other team a personal send-off.

"Guys!" She called out, garnering their attention as she held her right arm up, her index finger pointed skywards and her thumb held out so her gesture vaguely resembled a reversed L shape, "I'll be back really soon."

"No please!" Elfman cried as he began to give chase to the Strauss siblings, "At least take Natsu or Naruto with you!" He shouted as the landscape began to change again, soon forming a mountainous area looking over a burning village.

"Elfman!" He heard Mirajane cry out, turning around, he saw a sight that terrified him. Towering over his eldest sister was the monster known as The Beast. The creature was easily as big as a small house, covered in a tough, red hide with a large, white mane. It's vicious set of horns, row of jagged teeth and glowing purple eyes were its most intimidating features. "Elfman! Pull yourself together!" Mira pleaded, however her cries fell on deaf ears.

"Mira!" Lisanna cried as she descended from the sky in her bird form, "I finished evacuating the town. Now let me help you." She informed her eldest sister, getting between Mira and The Beast.

"You have to run Lisanna." Mira ordered, "We were getting beaten so Elfman tried to take over The Beast to protect me."

"That's him?!" Lisanna mumbled in shock.

"Yes, it almost worked but The Beast was too powerful for him, now he's lost control." Mira explained.

"Oh no." Lisanna said as she provided support for her elder sister, allowing her to stand up, "How do we save him?"

"We have to get him back to his senses before The Beast completely takes over his mind." Mira informed, almost desperately as The Beast was closing in on the two sisters. The Beast growled as Lisanna began to walk towards it, "What are you doing?!"

Lisanna however ignored her sister's question as she attempted to converse with the Beast, "Big brother, are you there? It's me, Lisanna, your little sister. Our big sister Mira is here too." The Beast tilted its head in confusion at what the youngest Strauss was saying. "We're a family and when times are tough we work together and work things out." She said, cheerily smiling at her big brother, despite his transformed state, "So why don't the three of us go home and talk about what happened here today? We promise we're not mad at you."

'It's no use, don't waste your time.' Elfman thought fearfully, realising what was coming next, "Just run!" He bellowed as the Beast let out an ear-splitting roar, raising its arm as if to attack.

"C'mon, don't be afraid big brother, we still love you." Lisanna said, not sensing the imminent danger she was in as she stretched out her arms as if to accept a hug. However, the response she got was far different, The Beast brought its arm down in a swipe, striking the youngest Strauss, sending her flying. Mira cried out in obvious distress, Elfman collapsed to his knees, witnessing for a second-time what he did two years ago.

The scene soon transitioned into one of a younger Elfman kneeling in front of a grave built at the site of Team Wildfire's straw hut. "I-I'm so sorry." Elfman whimpered, barely holding back his sobs.

"It's not your fault, remember what she told you? Even though it makes us sad all living things die eventually, Lisanna will continue to live on… inside our hearts, as-long-as we remember." Mira stated solemnly.

"We will?" Elfman asked, turning around to face his older sister.

"From now on we'll live life for her and promise, we will never forget." Mira said, letting her tears flow. The eldest Strauss' eyes were devoid of the brashness that Mirajane was known for exuding.

"Never forget…" Elfman mumbled.

"Come on Elfman! Get your ass in gear!" A voice rung out as the scene changed yet again. This time Elfman was standing in a clearing deep within the East Forest, a rather secluded location to say the least. The one who had called him was Naruto.

"Why did you drag me out here?" Elfman mumbled, trying to avoid eye-contact with the blond, given the circumstances.

"Look at me!" Naruto ordered, startling the second-oldest into doing so, "You wanted to know the reason for taking you out here?" He asked, soon giving his answer as his body began to morph into that of his Etherios Form, "To fight you!"

Elfman looked at the bomb-curse user fearfully, "Naruto, please I don't want to hurt you too!"

"I'm not giving you a choice!" Naruto stated, lunging at the Take-Over mage. Elfman stumbled as he ran out of the way of Naruto's attack, "Get over here!" Naruto shouted.

"Why should I?!" Elfman retorted as an explosion, courtesy of a small cluster of bombs thrown by Naruto, blew him backwards. This caused Elfman to slam roughly into a tree. He barely had time to groan as he was forced to duck to avoid a swipe from one of Naruto's clawed hand, splintering the bark above him.

"Get up!" Naruto growled, Elfman took the opportunity to scramble to his feet and yet again attempt to run away from Naruto. However, Naruto was quickly able to flank Elfman by going on to all fours, getting ahead of his fellow Fairy Tail mage, causing Elfman to do a U-turn, "You can't run forever!"

"You can't fight forever!" Elfman called back.

"Watch me!" Naruto roared as he was once again able to catch up to the second-oldest of the Strauss siblings, this time though he knocked Elfman over.

Elfman rolled to get up but found Naruto standing above him, the blond raised an arm in preparation for an attack. Elfman's eyes widened in fear and as the claws came down he closed them, lashing out to block the strike, not noticing his right arm beginning to change. There was a reverberating clang, after it had died down, Elfman tentatively opened his eyes. His right arm had been enlarged due to its increased muscle mass and it had now become dark-grey in colour, the sunlight gleamed off the metallic surface, Elfman recognised the arm as being from Take-Over: Iron Bull.

"And that's all I needed to see." Naruto said, now in a much calmer state as he began to revert to his human form. The blond offered a hand to his friend, who very hesitantly accepted the help up.

There was an awkward silence before Elfman spoke up, "So, what was the point of that?"

"I wanted to see if I could help you-" The blond was cut off from his explanation as a right hook from Elfman sent him crashing to the ground.

"You could have just asked me that!" Elfman bellowed angrily.

"I'm not going to lie, I definitely deserved that." Naruto noted, lightly rubbing his cheek as he stood up, "But would you have agreed if I said I wanted to help you achieve Full-Body Take-Over?" He asked succinctly.

Elfman visibly flinched at the ask and attempted to avert eye-contact with Naruto once more. There was another pause, the silence between the two only being broken once Naruto began walking towards the Take-Over mage. "Look Elfman, I'm not going to try to understand what it must be like for you now," Naruto began, placing a hand on Elfman's transformed arm, "but that's why I want to help you get through this because like it or not Take-Over magic is a part of who you are. Mira retired from active service with the guild and that's her choice but if you do the same who's going to protect Mira?" Naruto asked, "And the best way to do that is to learn Full-Body Take-Over, no matter how long it takes us."

"But what happened-"

"Wasn't your fault." Naruto interrupted, "I'm not suggesting tackling Full-Body again right off the bat and I wouldn't expect you to want to use that thing again. But would Lisanna really want to see you like this?"

"No…" Elfman mumbled, beginning to realise that Naruto was right, "She'd want me to keep practicing Take-Over and use it to protect Mira and the guild."

"Exactly." Naruto said, "But before we really start, there's someone else I think you need to talk to." Elfman nodded in response to Naruto's statement, understanding that he needed to speak to Natsu.

Elfman had found Natsu, with the Dragon Slayer telling him that Lisanna wouldn't want him to cry as much and that being strong was part of a man's job when their loved one's die. The day after Elfman met with Naruto again, starting off their training regime, which would only be cancelled whenever either of the two were on missions. Six months later, Elfman could achieve a state where he could turn both his arms into that of his Take-Overs. Nearly a year after that he could have his body partially taken over. Last, but not least, approximately two weeks before Phantom attacked Elfman had finally entered Full-Body Take-Over albeit only for a short time, becoming exhausted after only five minutes.

"That's right." Elfman said, finally snapping back to reality, his body had gradually become encased in a grey stone, leaving only his face bare, 'Naruto helped me at my lowest, he made me realise, I need this power to help the guild. Even if I don't have full control yet, this is my best shot at beating this bastard.'

"Now, it's time for the coup de grace!" Sol announced gleefully however, a bright light coming from behind him soon caught his attention, "Ugh, what now?" He remarked distastefully.

"As a man I will protect Fairy Tail! Mira, Natsu, Naruto, everyone! I'll make sure that the guild never experiences a loss like that again!" Elfman roared, his eyes beginning to glow as the layer of rock around him broke apart. The bright light shone like a beacon.

Even within the Fairy Tail guild hall, Mira saw the light, "Elfman…" She mumbled in worry, knowing that the light could only mean Elfman was attempting Full Body Take-Over and the fact that he was using it meant that he was likely facing a member of the Element Four.

"Imbecile! You shouldn't have the magical power to maintain a Full Body Take-Over!" Sol stated condescendingly, once the words left his mouth the light intensified, almost blinding the Earth mage. Elfman roared again as the light began to dissipate, "Bonjour!" Sol exclaimed as he took note of the much larger, bestial silhouette from the smoke that had been produced from the intensity of the spell. Once the smoke cleared, Elfman was revealed to have transformed into the Beast, the only difference being that his eyes had whitened out, "He… actually did it?!" Sol mumbled in shock, beginning to back away from Elfman as the Take-Over mage let out another bellow while focussing a glare on the Element Four member.

"Non, non, non!" Sol declared nervously, "This is all a big misunderstanding! I wasn't trying to hurt you, I simply wanted to help an ami! I thought that putting you through that trial would help you forget your painful memories. You are truly the crème de la crème of manly men!" It was quite clear though that Elfman wasn't buying into Sol's bluff.

"Well I should be going, a tout a l'heure." Sol said, backing away from Elfman, the Take-Over mage however proceeded to strike him, sending him flying across part of the hallway. "Curse you!" Sol cried out as he corrected himself in mid-air, "Platre Sonata!" The Earthen fist crashed into Elfman, "Non, non, non, you never should have let your guard down like that!" The Earth mage declared boastfully. However, the ground behind Sol shook, in an ironic twist of fate Elfman had gotten behind Sol, catching the Element Four member off guard.

"Eh… Salut?" Sol asked meekly as Elfman proceeded to pummel him into the ground, the Earth mage giving a cry of 'non' every time one of Elfman's fists connected. After several beatings, Elfman raised a fist as if aiming to deal the final blow.

"That's enough Elfman!" A familiar voice shouted from behind the Take-Over mage, the transformed Fairy Tail member ceased his onslaught as he turned around to see Kushina, having been alerted to the ongoing fight by Elfman's roars, "Stand down!" She said sternly.

"Ku… shi… na." Elfman said in a deep, guttural tone.

"That's right." The Chain-Make mage said, "I'm not sure what he did to you to make you use this form and I know you're angry at him. But I think it would be best if you went to check on Mira." The redhead's persuasion seemed to work as Elfman nodded slowly and began to walk towards the destroyed wall. Making his way downwards, eventually landing with a splash in the water and proceeding to the battlefield. Many Fairy Tail mages waited with bated breath as Elfman's colossal bulk made its way across the area, towards the guild hall. Mira stepped out from underneath the barricades, trembling lightly at seeing The Beast once again.

"Elfman, are you-" The eldest of the Strauss siblings found herself cut off as Elfman enveloped her in a hug.

"I'm sorry Mira, using this form was the only way I could beat the bastard I was fighting. Even after what happened to Lisanna." Elfman said, his eyes now finally showing pupils surrounded by blue irises, "But this was the only way I could protect you and the rest of Fairy Tail."

Mira smiled lightly, glad her brother was still in control, before she spoke up, "Please, stop beating yourself up about Lisanna, it wasn't your fault. You were just trying to protect us." As she said this, Elfman's body began to glow, turning back to his human form.

"And I failed miserably." He began, looking down solemnly, "I killed my little sister."

"But your big sister is still alive." Mira said, hugging her younger brother, "We said we'd live our lives for her remember? We promised to keep her memory alive so she would live on in our hearts forever."

"Yeah." Elfman said, beginning to tear up, Mirajane smiled at her younger sibling. However, something appeared to catch her eye.

"What's wrong?" Elfman asked, noticing his sister's contemplative expression.

"It's not drawing the magic circle as fast as before." Mira said, referring to the Giant and when looked at the automaton was indeed drawing the magic circle much slower than before, "Abyss Break is the forbidden spell of the four elements and those are, Air, Water, Fire and Earth." The former S-Class mumbled before the realisation struck her, turning to Elfman, "The Element Four, do you have any idea how many of them are left?"

Elfman thought for a bit, "Two I think, why?" Elfman asked his sister.

"Because I'm pretty sure the Element Four are the ones powering Abyss Break. If they're beaten, the spell will be stopped."


"Merci beaucoup mademoiselle!" Sol thanked, getting on his hands and knees before standing up again, the Earth mage had awoken a few moments after Elfman had left. Even though Kushina was his enemy he could afford to be a little grateful for not being subjected the fury of the second-oldest Strauss. Little did Sol realise he had just jumped out of the frying pan and into the fire…

Kushina gave no verbal response as she made the hand sign needed for her Chain Make magic, "Chain Make: Silver Bindings!" At this a silver-coloured chain was produced which flew at Sol, forming a spiral in the air and landing perfectly over his head. This caused the chain to bind Sol in such a way that it pinned his arms to his sides and prevented his legs from moving, to avoid the possibility of Sol sinking into the stone to escape, Kushina hoisted him up with another chain like some sort of human piñata until he was roughly eye-level with her.

Then, Kushina did something odd, she smiled in such a way that was almost too sweet before she spoke up, "No need to thank me." At this, Kushina put her hands together for another hand sign, "Chain-Make: Staff." As Kushina drew her hands apart, a chain formed with them, eventually stopping when the staff was just a bit shorter than her, "You see Sol, I will use this to beat you. How severely will depend on you telling me what exactly you did to turn Elfman into that thing. I will make sure you're conscious through every moment and once I'm done, you will answer these two simple questions. The first one: How do I stop this thing? The second: Where is Jose? Oui?" Normally, Sol would not break over a simple threat however one significant detail had him shaking in his boots. Kushina, despite making an incredibly violent threat had kept up the smile, the fact she hadn't released any killing-intent whatsoever made Sol even more terrified and if the rumours about the Red-Hot Habanero he'd heard were true, he was in for a very tough time.


"That's weird, when did it start raining?" Gray questioned, the Ice-Make wizard had been wandering through the hallways of the Giant's stationary arm and had noted a broken window. He had decided to climb through it to get a better view of the construct to figure out potential routes that could possibly lead him into combat with an Element Four member.

"Drip, drip, drop." Gray quickly turned to see the source of the voice, "Hello, I am Juvia, the Rain Woman of the Element Four. Drip, drip, drop." She proclaimed in a monotone voice.

Gray pulled himself up and scowled at the Rain Woman, "So you're one of them too? Then bring it on."

Juvia stopped in front of Gray before she spoke up again, "I must say, I'm impressed your guild was able to strike down two of the elements. However, you must not underestimate the remaining two."

"Listen lady, if you're looking for a fight I'll give you one." Gray began warningly, "But let's get something straight, I'm not going to hold back just because you're a chick."

"I would expect nothing… what are you doing?" She asked, blushing lightly as Gray had begun taking off his shirt. (3)

"Whoops… sorry, this just happens sometimes. But it also means I'm ready for a fight." Gray explained, not bothering to put his shirt back on.

"You're injured." Juvia said, taking note of the bandages around Gray's waist.

"Yeah, so?" The Ice-Make wizard snapped defensively.

"So, I would not like to fight an injured opponent." Juvia explained.

"Then let me through." Gray said, attempting to move forward, however, he found himself blocked by a wall of water.

"I cannot do that either." Juvia said, sounding slightly regretful before she continued, "It would appear we are at a stalemate."

"Yeah? Well I've got news for you, this 'stalemate' needs to end, you've got my friend hostage and I'm not leaving until we get her back." Gray snarled.

"You and the rest of your guild must care quite a bit for Lucy Heartfilia if you're all willing to go so far for her." Juvia stated, ignoring Gray's hostility as she looked in the direction of the battle currently taking place on the ground. It was still possible to see the battle even through the relatively thick drizzle.

Gray was puzzled by the almost-longing tone in the woman's voice, however he mentally berated himself as he shook his head. Juvia was still his enemy, even if she was serious about not wanting to fight an injured opponent, he couldn't afford to take her lightly, "We do get into petty fights pretty quickly a lot of the time but we'll fight for each other even faster." The Ice-Make wizard stated before his expression turned into a glare, "It's bad enough that you came to kidnap Lucy, but attacking Levy, Jet and Droy on top of that is nothing short of despicable."

This time Juvia flinched, "I am sorry, if it were up to me this wouldn't have happened." She apologised, "But if that is how you feel, then there is no alternative, is there?"

"I guess not." Gray said, though he did feel like questioning the Element Four member's apology as he readied himself to cast an Ice-Make spell, but before he could, he found his body aside from the head encased by water.

Juvia sighed as she held her Water Lock spell, intending to keep Gray trapped in the aquatic sphere long enough to slip a pair of anti-magic cuffs on him before throwing him in one of their cells, "I would implore that you offer no resistance, you can't-" She was quickly cut off as the water froze before the solidified orb shattered, despite the fact that it allowed Gray to escape her Water Lock, even Juvia had to admit to sight looked rather beautiful.

"Nice try, but this is a fight where I have the advantage!" Gray boasted as he made the hand signs necessary for him to cast an ice spell, "Ice-Make: Arrows!" He launched the projectiles in such a way that they would incapacitate Juvia, which was why he was confused when the water mage didn't attempt to avoid his onslaught, which then turned to shock when the arrows passed straight through her. Juvia's body appeared to be quite literally made of water, with the brief distortions caused by Gray's attack soon repairing themselves.

"Physical attacks will not work on my water body." Juvia said, "And I must say, you seem to be very powerful, even as an ice mage I would not expect anyone to break free of my Water Lock."

"Uh… thanks? I guess?" Gray asked, slightly confused that Juvia seemed to be complimenting him, and with a tone that wasn't condescending, "But why would you tell me your ability?" He asked, she had the knowledge that he was an ice wizard, so beating her would be as simple as to freeze her.

"I was being serious when I said I didn't want any of this to happen. Despite what master Jose commands." Juvia explained.

"So, you actually don't want to fight?" Gray asked, at Juvia's nod of affirmation, he proposed another question, "Then why are you listening to Jose?"

Juvia bit her lip nervously, seemingly unsure as to whether to tell the ice mage anything, eventually sighing and then looking skywards, "It's because of this." At Gray's puzzled look, she decided to explain further, "This rain has been with me, all my life. It drove people away, that is until Master Jose offered me a place at Phantom, I thought having comrades would cause the rain to go away. As you can see, that's not the case." The bitterness evident in her tone as she remembered the largely cold indifference she had received during her time in Phantom Lord.

"Then are you really happy being at Phantom?" Gray asked, his suspicions being confirmed when the Element Four member averted eye contact, with the rain woman only glancing up at him briefly but then looking back at the floor with a frown, "It doesn't have to be that way, you know?" Gray asked, cautiously approaching Juvia, she looked back up at him with a mix of confusion and oddly intrigue.

"What are you saying?" Juvia inquired in a cautious tone.

"I suppose… I'm making an offer for you to join Fairy Tail." Gray said, with Juvia's reaction being exactly what he expected.

"What?!" She screeched, "B-but I kidnapped Lucy, what in the world could you have to gain from making such an offer?!"

"I'll admit, it's pretty strange in hindsight." Gray admitted, "But you say you don't want to cause trouble with Fairy Tail right?" At Juvia's nod, Gray continued, "Then, I'm sure if you really are remorseful for anything bad you did to the guild, our master will let you in."

"And… if I do accept your offer, this could be a new beginning for me?" The Element Four member asked, Gray just shrugged his shoulders in response.

"Interpret it how you want." Gray stated, "I'm not really sure how it is in Phantom, but I can say without a doubt that if comrades are what you want, then Fairy Tail is the guild to go with." He continued, reaching his arm out towards the water mage, "So? What do you say?"

Juvia was silent, only appearing contemplative as she stared at Gray's outstretched hand before she came to her decision. Slowly, she began to reach out with her hand, eventually firmly clasping Gray's. The water mage couldn't quite explain it, but once she felt the ice-mage's strong grip, a feeling of elation washed over her as if somewhere deep down she knew this was the right decision. It was then that Juvia realised something, it had stopped raining and the clouds looming overhead appeared to be dispersing, soon sunlight began to stream onto the platform.

"Well, looks like the rain cleared up." Gray observed.

"It's so beautiful." Gray heard Juvia state, the Ice-Make wizard turned to her and was surprised to see that she had tears streaming down her face.

"Are you okay?" The ice mage asked, concerned by what was making the water mage cry.

"Yes… it's just, I've never seen the sun before." Juvia replied, making the effort to dry her eyes with the sleeve of her coat, "Is it safe to assume that you're plan of action is to face master Jose?" The rain woman asked as she composed herself, admiring the sun would have to come later.

"That's the plan." Gray confirmed, walking past Juvia. However, his new companion soon realised something.

"Um… if I may?" Juvia asked, the Ice-Make wizard turned to her with a slightly questioning look, "What's your name?"

"It's Gray." He answered politely, not really thinking much of the brief exchange as he continued to walk forwards.

'It's a good name.' Juvia thought before catching up to the ice mage, realising that he would need assistance in being directed to Jose's throne room.


"Ugh, this is a pain in the ass." Gajeel muttered in a bored tone, since he had been assigned to guard Lucy's cell the Iron Dragon Slayer had barely even heard any of the action, never mind participated in it hence his current state of boredom.

"You and me both buddy." Lucy retorted despite being strapped to the wall by her wrists and ankles, earning her a glare from Gajeel.

"Count yourself lucky that Jose is a Wizard Saint, even if you are the guild's hostage, otherwise I'd be putting you in a world of hurt." He threatened, narrowing his eyes at the restrained prisoner. (4) However, the Iron Dragon Slayer soon took a whiff of the air and almost instantly, his demeanour changed, "So he finally decided to show up." He said as his face split into a wicked grin.

No sooner had he said this when the iron door to the cell was blown clean off its hinges by an explosion of fire, "So you came back for another ass kicking, Salamander?" Gajeel said confidently as the smoke cleared, revealing a scowling Natsu.


Meanwhile, in another part of the base, Kushina was wandering through the halls, this time closer to the summit. Since 'coercing' some information from Sol, the red-haired mage had learned that Jose had a throne room built in to the mobile base and that would be where Phantom's guild master was located. In hindsight, she supposed it made sense, Kushina had had the displeasure of meeting Jose only once at a guild master's conference with Makarov and even she could tell there was almost no limit to the man's ego. So, what better than a throne room to inflate that sense of self-importance even more so?

As she made her way further down the hallway, the cries of several grunts followed by an explosion alerted her to who was close by. Her suspicion was confirmed when a small group of quite literally smoking Phantom Lord mages crashed into a wall from another hallway on the left, followed by Naruto whistling a nonchalant tune as he dusted his hands off, "You've been busy." Kushina said.

"Yeah." Naruto replied, grinning as he saw her, "Just thought I'd act as crowd control and see if I could find out how to either stop the Giant or find out where Jose is." The blond explained before shrugging, "Sorry, but I got nothing out of them."

Kushina put a reassuring hand on her son's shoulder before she spoke up, "Well luckily, great minds think alike, if we just keep going up we'll reach Jose and to stop the Giant the Element Four need to be beaten and I happen to know that at least two of them are down. So, how about we take this on together?" She asked, holding out a clenched fist.

"Yes." Naruto smirked, returning the gesture.

"Naruto! Kushina!" A voice familiar to the two shouted, turning to the direction Kushina had come from, both spotting Erza as she jogged towards them.

"Shouldn't you be in bed?" Naruto asked.

"Mira shared a bit of her magic with me," Erza explained, "I'm still a little tired, but other than that, I'm fine."

"If you say so." Kushina said, allowing her fellow redhead to come with them, despite her pensive frown. Though, it wasn't long before the now group of three heard muffled voices coming from another hallway up ahead, it wasn't long before the group finally heard a clear voice.

"Right this way." As the voice was unfamiliar to the three, they soon primed themselves, ready for a possible assailant. Soon, a blue-haired woman that none of the trio recognised was about to come around the corner in the direction the group was travelling, she paused though as she noticed the three out of the corner of her eye. The woman didn't appear to be aggressive, however the fact the three didn't recognise her likely meant she was a member of Phantom, they primed their respective attacks, that is until a certain ice mage also came into view.

"Gray? Who's this?" Naruto asked suspiciously.

"Well… how do I put this gently?" Gray asked himself, scratching the back of his head, "She's one of the Element Four-" Upon noticing his guildmates' disbelief, he quickly had to reiterate, "But I swear, she's alright."

The three-exchanged questioning looks with each other before nodding in agreement. Naruto and Erza grabbed Gray by a shoulder each whilst Kushina placed her hands against Gray's back, "One second." She said, addressing Juvia, though the redhead didn't wait for an answer as she, Naruto and Erza forcibly directed Gray to an area where they would be out of earshot of Juvia, "Are you crazy?!" Kushina scolded through gritted teeth once they were at a safe distance.

"I know what you mean. But look, I know for a fact Juvia doesn't want to fight." Gray explained.

"Oh, so you're on a first-name basis? Good for you." Naruto remarked sarcastically, "But how do you know she's not going to stab us in the back once we get to Jose?"

"Because when I attacked Juvia, it went straight through her, her body is essentially made of water. But I swear to you guys, if worst comes to worst, then I'll take her on." Gray said.

"Alright." Erza said after a moment of silence, "Then you're in charge of keeping an eye on her." Gray nodded, clearly heeding the redhead's warning.

As the group approached Juvia, it appeared she was about speak up, though she quickly silenced what she was about to say as she noticed the apprehensive expressions the group wore. They continued down the hallway until a stairwell leading upwards came into sight, "That's the stairway to master Jose's throne room." Juvia pointed out.

However, as the group made their way towards the stairwell, there was a sudden gust of wind. "It truly is a sad day when the wings of fairies shall whither and crumble to dust." A voice rung out ominously, a plume of smoke arrived with a secondary gust and from it emerged a blindfolded man with a dark green coat and a matching hat as well as a loose fitting brown shirt and a pair of baggy dark brown pants, "Greetings, I am Aria, the strongest member of the Element Four."

The four Fairy Tail wizards settled into fighting stances, however Juvia put an arm out in front of the group, "Please, would you allow me to negotiate with Aria?" She asked, the group complied, realising it would be better to avoid confrontation.

"Juvia, why do you side with the enemy?" The wind mage asked, suspicion rising in his tone.

"I am sorry Aria, but we already have Lucy Heartfilia, if you would allow me to speak to master Jose surely we could work out a compromise?" Juvia took Aria's silence as acceptance as she walked towards her apparent comrade, however, she was struck by a blast of air fired off by Aria. Juvia screamed as the blast blew her backwards towards the Fairy Tail wizards, "Master Jose would never make any deal with a traitor." Aria stated coldly, "Juvia, this is where you and the fairies accompanying you, shall die!" The Element Four member stated, using his unnatural speed to rush at the group. However, something odd happened, without warning, a green magic circle with an elaborate symbol in the middle appeared around Aria. This bound the wind mage's arms to his sides and the mysterious circle appeared to be preventing him from moving, "What is this?!" Aria demanded, though none of the group could answer his question as none of them knew any kind of magic that would have caused the appearance of the spell.

The occupants of the hallway soon became aware of footsteps behind them. The newest arrival was a man garbed in a bandanna and mask, obscuring his face as well as a black cloak with bandages around his arms and legs. There was a wide variety of staves attached to the man's back.

"Mystogan!" The Fairy Tail members exclaimed, recognising the mysterious member of their guild.

"Where exactly have, you been?" Kushina asked, the mage gave no verbal response, he simply rapped on the ground with one of his staves twice and there was a fluttering sound. All of the other mages present inhaled sharply, a plethora of colour was filling the hallway, but it was the fact that the objects were flags emblazoned with Phantom Lord's insignia, the mass crowding totalling nearly a hundred strong.

"He defeated Phantom's sub-divisions." Juvia mumbled, recognising the flags as property of the smaller branches of her guild. The group turned to the S-Class mage, he simply nodded in response to the silent question. He then indicated to himself, to Aria, then to the group and finally, to the stairway. The group stared questioningly at their ally until Kushina spoke up.

"You want us to go on ahead, so you can face Aria?" She asked, the staff-user nodded again in response, the others gave the S-Class mage questioning looks. Kushina however, nodded in understanding, making her way past Aria. She motioned for the others to follow, despite their obvious confusion at the redhead's behaviour, once all of the group were up the stairwell, the magic circle holding Aria finally dispelled.

"So, you are the famous Mystogan I have heard so much about?" Aria asked rhetorically, "You're either remarkably stupid or brazen to a suicidal degree if you believe you have any chance against me." The wind mage continued in a mocking tone.

"Maybe so." Mystogan stated, shrugging his shoulders, "But it appears you have too much faith in your abilities Aria of the Suffocating Cloud."

"I'm flattered you know of me." The Phantom Lord mage stated sarcastically, "I didn't realise you could actually talk." He retorted.

"I have my reasons for not doing so." The staff user answered, "Is it safe to assume you are the one who cast the drain spell on Makarov?"

Without missing a beat, Aria answered Mystogan's question, "I am and I wouldn't be surprised if your master has already perished."

"No, he is perfectly alright." The Fairy Tail mage stated, he elaborated further upon noticing that Aria's look of triumph had begun to wither, "You may have cast his magic to the wind, but I was able to gather it while dismantling your guild's sub-divisions, at the rate he's going, Makarov shall make a full recovery." Despite the fact that his eyes were covered by bandages, Mystogan could tell that Aria's expression had twisted into a scowl, "However, that does not excuse the fact that you assaulted a man I owe a great debt to and your punishment…" Mystogan said as the strap holding his staffs came undone and began to levitate around him, "will be defeat at my hands!"


Omake: His curse

Fairy Tail guild hall, X775

There were very few occasions when the Fairy Tail guild's bar would experience relatively quiet days but when they came around, Kushina always made sure to savour the time she had to think or choosing to relax via observing the day-to-day interactions taking place in the unusually quiet guild hall. For the time, she opted for the latter choice, focussing in particular on what Naruto was currently doing, playing with a ball along with Gray and Cana. The Uzumaki couldn't help but smile proudly at her now seven-year old son, despite his bizarre appearance due to the Lacrima implantation, he had no trouble making friends with children inside the guild. She chuckled as she observed Naruto going for the ball after missing a throw by Cana, the young boy picked up the ball and tossed it back to Gray.

However, Kushina noticed something about the ball, it was now glowing a mysterious yellow colour. The only time the S-class mage had seen that was when…

"Everybody hit the decks!" She screamed, vaulting over the bar and managed to knock the ball away from people and towards a wall, that luckily didn't stop anyone heeding the redhead's warning by attempting to find shelter underneath tables and bracing themselves. Once the plaything made contact with the wall, it promptly exploded, causing the wall to break as a plume of dust was created. After it cleared, the occupants of the hall gingerly made their way out from their hiding spots.

"Did I do that?" Naruto asked, his voice shaky as he was trembling and staring at his hands in horror. Kushina dashed over to her son as she scooped him up, receiving a nod from Makarov for her to go, Gray looked ready to speak up as the redhead made her way towards the guild doors despite the tense atmosphere, however, Cana placed a hand on his shoulder and shook her head.

Kushina quickly made her way through the streets of Magnolia towards the house she and Naruto lived in, avoiding stares and questions if she was alright. Once they were inside, she slammed the door shut and locked it before gently placing Naruto down on the couch in the living room. The blond had stopped trembling at least, but he still appeared subdued, "I'm sorry." He said

"What for?" Kushina asked him, kneeling down so she was now eye-level with him.

"I think I got you in trouble." He answered apologetically.

"No, you didn't, I'm sure master will sort everything out and we'll give this a day to blow over." Kushina assured him.

"But what happened back there?" The blond asked, obviously scared at the discovery of his new abilities.

Kushina inhaled then exhaled, she knew this day would eventually come, she just didn't think that it would come when Naruto was still such a tender age, she proceeded to take a seat next to her son and reached over to grab a picture on a nearby table, it was of her and Minato shortly after the two had entered a relationship. She pointed to Minato, "You know this is your daddy, right?" At his nod, Kushina continued, "You've also wondered why you look different to the other kids as well?" His next nod did come, though it was slightly more hesitant.

"It's because of him, the reason why you look the way you do." She said, figuring that she couldn't sugarcoat the explanation, "Shortly after you were born, the village we lived in, where you were born, was attacked by a demon. The only way your dad was able to stop the demon was by sealing him into you." Kushina gave the young boy time to absorb the information.

"So, I'm a demon?" The young Uzumaki asked.

"No!" Kushina said forcefully, causing the young boy to flinch, "Sorry, but no, you're not a demon. Your dad knew you would be able to use the power of the demon to help protect those you care about, that power is what you did today."

"But-"

"No buts!" She interrupted, causing Naruto to look down, "Naruto look at me." She said sternly, though as Naruto looked up, her expression was much softer, "The thing is, I know what you really are." Upon noticing his worried look, she pulled him in for a tender embrace, "You're my son, nothing is ever going to change that and I will always love you."

"Thank you." Naruto said, his voice muffled as he tried to pull himself closer, despite the fact that he was as close as he could get. Kushina began to stroke his hair reassuringly as she felt a damp patch beginning to develop on her clothes, indicating he was crying. Soon, Naruto fell asleep, Kushina would talk to him about learning his new powers at another date, for now she was content to let the young blond sleep peacefully.


A/N: AND DONE! At last, thank you guys for reading, any constructive criticism is appreciated. Before I go I would just like to say that I will not answer any questions concerning updates unless the question is asked by mellra, just a fair warning after having been asked numerous times about an update. Anyway, I hope you all enjoyed reading this chapter and I'll see you guys next time.

1) I'm pretty sure on Tenrou the group transferred their magic to Freed, sorry if I interpreted that wrong but this is just the same principle.

2) I know that Full Body Take-Over is the strongest form of Take-Over magic, however given the circumstances I decided Elfman's struggle to use Beast Soul would be a better fit.

3) I have decided to tone down Juvia quite a bit, so don't expect what we got from canon Juvia.

4) It didn't make sense to me that Gajeel would beat up Lucy considering how valuable she was as a hostage and Jose's rank as a wizard saint.