Days earlier, somewhere outside of Magnolia, a campfire burned in the middle of the night. A solitary man sat by the fire, looking into it. He had been traveling alone for some time, near and far. What he had been doing during that time was unclear. At that particular moment, he was reflecting on what had brought him to that point. He wondered if he could ever go back home. If he should.

Just then, he felt something. Sensed something. Knew it. Laxus Dryer stood up, and turned back towards the direction of Magnolia. Whether or not he should return became an irrelevant question. He knew, somehow, that he had to return, immediately.

Around that same time, the Shadow Kings were holding another meeting in the valley. The four of them sat in the war room, as per usual.

"The time has come." Boudica said. "We must start preparing for the ascension. Its going to take some time to set everything up. We'll need to head out further east into the country. But first we should finish up with Fairy Tail."

"I'm not impressed with them." Arnok said. "Weaklings and cowards."

"Is fighting Fairy Tail really a priority right now?" Sael said.

"Its not good to leave loose ends." Boudica said. "If we don't go after them, they'll come after us. We deal one final killing blow, and then no one can stop us. Go into Fiore once more, and we will meet at the point of ascension when its finished."

They all agreed to take part in this deed. They were prepared to finish Fairy Tail.

Days after that, Makarov was down in the lower floor of the guild hall. Gray stood off to the side. Sitting on the floor with his hands tied behind his back was Cobra. He gazed down at the floor, not making eye contact. Lying on the floor, even more tied up, was Cubellios, the large snake that Cobra calls his friend. It lay there, not struggling much. Makarov looked back and forth between them. He walked up to Cobra.

"I know you haven't been comfortable these past several days that we've been keeping you here. But the good news is, you get to leave soon. The magic council are sending someone to pick you up. And then you can go and have a long rest in prison. How does that sound?" Cobra scoffed, but otherwise didn't respond. Makarov shrugged. He then walked over to the snake.

"Now, as for you…" Makarov said.

"Stay away from Cubellios." Cobra said.

"I'm going to help your friend." Makarov said. As he approached, the snake began thrashing, but its movements were still quite restricted. Makarov looked it over, and touched it.

"Did you know that Cubellios, as you call it, has been cursed?" he said. "Someone put a spell on this snake. In fact, I don't think this really is a snake."

"You don't know anything about us, mind your own business." Cobra said. "And keep your hands to yourself."

"He's trying to help, show some gratitude." Gray said.

"I wasn't talking to you." Cobra.

"Just be quiet." Gray said.

"Untie me and we'll… Hey wait, what are you doing?" Cobra spoke to Gray, but then turned when he noticed a magic glow. It was coming from Makarov and Cubellios.

"What the hell are you doing?" Cobra said. "Stop that!"

Makarov ignored Cobra and finished performing his spell. The glow subsided. Makarov stepped back. Cubellios was now more quiet, and seemed half asleep. "Alright, its done. It will take a little time to take full effect, but soon the curse should be completely gone."

"I don't know what you did, but Cubellios better be okay." Cobra said. He struggled against his bonds, and tried to move closer to his friend.

"Hey, calm down." Gray said. Cobra moved closer still to the snake. Gray walked over and punched him in the face. Cobra stopped moving, apparently unconscious.

"Was that really necessary?" Makarov said.

Gray shrugged. "He wouldn't stop. It seemed like… sorry."

Makarov gave a half shrug. "Maybe its for the best. Hopefully the snake, or whatever it may be, will be normal when Cobra wakes up." Just then, a loud sound could be heard above. Followed by another. It sounded like stomping.

"What do you think that is?" Gray said.

"Let's go see." Makarov replied. The two of them quickly went upstairs.

Gray and Makarov both came up to the first floor. There were more sounds, but they were coming from outside. It sounded like there were many people moving around out there. Makarov glanced at the various mages in the guild. Without saying anything, they got up and joined the master as he and Gray walked outside. When they stepped out, the first thing they saw was snow. It was falling all around, and at a steady pace. The ground was already covered in an inch of it.

The second thing they noticed was a man down on one knee, several yards away from the guild. It was Arnok. He knelt there, gazing toward the guild, and was quickly joined by his barbarians. Samurai began appearing as well. Many of them. More then they had seen in any previous encounter. The loud stomping could be heard more clearly, but it wasn't clear what was making it due to the snow obscuring things. Finally, Boudica stepped out in front of the invaders to greet Fairy Tail.

"Hello again." Boudica said with a smile. She looked around at the mages gathered. About a dozen in all. A few were still inside. "Is this all? I was expecting more."

Some of the mages were off on jobs elsewhere, or were otherwise occupied. So, not everyone was at the guild right then. Even Warrod was out, so he couldn't tell the others. Evergreen and Elfman stood back inside the guild.

Boudica still stood there. "Would this be a bad time to ask about Freed? How is he doing?"

"You shut your mouth!" Gray said.

"I'll make you pay for what you did." Bickslow added. Boudica just laughed.

"And what about Lisanna?" she asked. "I see Natsu there. Hello again, foolish dragon slayer. But where is your lover? Where is my child?"

"Don't worry about her." Natsu said. "You should be worried about me."

"I've spent so much time worrying about you, Natsu. More than you realize." Boudica said.

"Are you planning to talk them to death?" Arnok said nearby. He was now standing, and his hand crept toward his axe.

"I want to be fair." Boudica said. "So, in the interest of fairness I will give you one final chance to surrender. But be aware, this is your very last chance. My generosity has limits."

"You already know our answer." Makarov said. "We will never surrender. So you'd better get ready to fight."

Boudica shrugged, and then looked around once more. "Are you sure Lisanna isn't here? There's something I think she should see. Something important." As she said this, a fireball passed through her. Natsu had fired.

"Just like I thought." He said. "You're not really here."

"Yes, I have important business in Bosco. Very important. But I wanted a last chance to speak with you all. And a chance to show you this." Boudica, or the image of her, stepped aside, and someone else came into view. It was a man. Or at least, it might have been a man. It looked deformed, and distorted. It looked like it was trying to say something, but couldn't. Glowing orbs were where the eyes should be.

"Do you recognize him?" Boudica said. "This is Alrace. You know him, right Natsu? After I found out he helped you escape, I burned out his eyeballs, and he almost died. But out of kindness I revived him, and made him better. The surgery was painful, I suppose..."

At this point something came down. Lisanna flew through the air and landed in front of Boudica. She was in her bat form, and her face was contorted with anger. "You're lying." She said. "That's not him."

"There you are. You have yourself to blame for his fate." Boudica said. "But he will soon be strong. He is a dragon slayer now."

"Dragon Slayer?" Lisanna shook her head. "Alrace, can you hear me? Its Lisanna." Alrace looked at her for a long moment. He then began screeching. Lisanna took a step back.

"Don't speak to him like he's a person." Boudica said. "In truth, he never was."

Arnok stomped over. "No more talking." He said. Boudica smiled.

"Yes, you're always aware of the need for violence. Carry on then. Fairy Tail, this is good bye. The rest of you, I will see you at the ascension point. Farewell." With that, Boudica disappeared. Arnok wasted no time and charged.

A short time ago, while Boudica was speaking, Mirajane watched from a distance with Lisanna close by. They were once again in their takeover forms, and had flown up to higher ground. They were perched on a nearby building where they would hopefully not be seen. Mirajane clung to the side of the building to get a better look.

"She said she's not even here." Lisanna said.

"But she still made it snow." Mirajane said. "Her power must have really grown if she can do that when she's not even in the country."

"Are you sure it was her? Never mind, stupid question. Of course it was." Lisanna shifted while crouching down in a vaguely batlike position. Mirajane wondered if Lisanna was doing that intentionally. Lisanna then began tilting her head, as if to listen better.

"You can hear what they're saying?" Mirajane asked.

"Yeah. Bat hearing." Lisanna explained. Lisanna tilted her head. "Wait, what is… Alrace."

"Alrace? Oh." Mirajane had never met Alrace, but Lisanna had mentioned him a few times. Mirajane watched as Lisanna's expression shifted as she listened. Then, without warning, Lisanna flew down to confront Boudica.

"Lisanna!" Mirajane said. But she was already gone. She considered following her, but decided to wait there for the moment. That way, she could still have the element of surprise if it was needed. Mirajane watched as Lisanna spoke to Boudica. After an exchange, Boudica disappeared, and then a fight quickly broke out. Mirajane decided that helping her sister was more important than the element of surprise.

"I'm coming, Lisanna."

At the bottom of the guild, Cobra lay on the floor. He opened his eyes. He saw Cubellios, writhing. Cobra pulled on the ropes, but they wouldn't break. He rolled over on the ground, grunting.

"They'll pay for this." He said. "Cubellios, you hear me? You need to come over here. You need to bite the ropes on my hands. If you can do that, I'll free you. Just, come here." He couldn't hear his friend's voice. He didn't know what was happening. But he heard Cubellios moving. Slowly. It was crawling on its side toward him. "That's it, closer. Free me, and I'll free you. Then we'll get them." Inch by inch, the snake crawled. Cobra lay there in anticipation, urging his friend on. So close now.

Mirajane swooped in, attacking. There were many enemies to attack. There were dozens of people fighting. The whole scene had quickly turned to chaos. Fairy Tail was outnumbered, but that didn't necessarily mean the enemy had the advantage. Mirajane tore through several of the samurai. A few of them slashed at her, but she deflected them with her claws. She rose a little higher with her wings, and then fired a darkness shower spell. A swath of the enemy were knocked down.

"Mira!" it was Lisanna. Mirajane flew down to join her.

"Are you okay?" Mirajane said.

"Yeah, I just wanted to make sure you were. Want to team up?" Lisanna said this as she was fighting off a samurai and a warrior.

"Sure." Mirajane said. They flew into the air together, and gathered their magic. They powered up, and unleashed hell.

But this was only one part of what was going on there. There were now possibly hundreds of samurai, and a dozen warriors, and the machines were joining in. There were about two dozen of them, harpies and ground fighters, and even some bugs for good measure. This wasn't even taking Arnok and Yoshimoto into account, who were trouble on their own.

Natsu punched a samurai hard, and threw fire at another. Another samurai swung a sword at him, and nicked him. Natsu breathed fire on the sword, and melted it. He then thrashed the man holding it. Gray was close by, using a similar combination of ice magic and fists. Because their opponents were so many, they barely had a moment to stop and rest. All in all, there were about twenty Fairy Tail mages there in the makeshift battlefield, not counting Romeo still inside, or some of the other mages not present. It would take too long to recount every single encounter happening there. But in the midst of the chaos, there were a few notable incidents.

Elfman had stepped outside the guild to join the others. Evergreen stood at the doorway. Elfman watched as Natsu called for Happy.

"Aye sir!" the cat responded. Happy lifted Natsu into the air, where Natsu used a fire dragon roar, clearing a line. Together, they flew further into the fray. Elfman stepped forward and changed into his beast form.

"Are you coming, Evergreen?" he said, looking back at her.

"I… I can't." she said.

"Evergreen, I know its hard. But we need your help right now. Just stay close to me, we'll be okay."

Evergreen shook her head. "No, you don't understand. I can't."

"Ever-" Elfman said. He was accosted by two of the barbarians. One swung an axe at him, while the other clubbed him with his bare hands. Elfman was barely hurt by these attacks. He grabbed the axe and threw it away. Elfman throttled the one barbarian. The other stabbed Elfman with a dagger, which was a little more effective. Elfman dropped the man he was carrying. Evergreen fired a magical attack at the stabber. Instead of a powerful blast, it was more like sparklers. But she aimed at his face, so it still blinded him, at least temporarily Elfman took advantage and clubbed them both with his fists.

"Thanks." Elfman said. "But try to use more powerful stuff, we could use it."

"I…" Evergreen said. Elfman had already turned to another fight.

Elsewhere Natsu, still flying with Happy, found Arnok. The giant was stomping through the battle. Natsu told Happy to drop him above, and Happy complied. Natsu flew toward Arnok, who turned to look up. Natsu punched Arnok in his masked face, cracking the skull he wore. The skull fell to the ground, and a gash had been left by Natsu's fiery punch. Arnok grunted in anger. He charged Natsu. Natsu dodged, and fired a salvo of fireballs at Arnok. It had no effect. Arnok raised his axe. As he did, Happy flew down and grabbed the axe head. Arnok's grip was tight, and Happy couldn't steal it. But it distracted Arnok long enough for Natsu to kick Arnok in the gut with a fire dragon's claw, and follow up with a flaming uppercut. Arnok took a step back, staggering. Natsu persisted, punching Arnok again and again. Finally, Natsu took a breath. Arnok had been knocked back several steps, but was still standing. He had been hurt, but his face said he was still more than ready to fight. Natsu roared and charged. Arnok brought his foot up and stomped hard on the ground, quaking the place Natsu ran. Natsu fell as the ground split beneath him. Arnok grabbed Natsu by the vest and lifted him into the air with one hand. He then slammed him back down into the ground. Arnok repeated this two more times. Natsu was left on the ground, panting. But, like Arnok, Natsu was far from finished. Arnok reached down and picked up his axe. He lifted it, fully intending to strike Natsu's skull. Before he could, the axe was knocked from his hands by a magic blast. Another blast hit Arnok in the face, which did not effect him as usual. However, Natsu recognized the magic. He turned.

Standing several feet away was Laxus Dryer. Laxus had already gotten rid of his coat, and crackled with electric power.

"Laxus." Natsu said.

"Hey Natsu. Long time no see." Laxus said casually. "Looks like I showed up a little late."

"I'd say you're just in time." Gray said, walking up from the side. He turned to Natsu. "This the guy that killed Macao?"

"Oh, he did?" Laxus said. "Guess I'll have to return the favor."

"Me too." Natsu said. He didn't know how or why Laxus was there, and right then he didn't care. What mattered right then was fighting for their lives.

"And me." Gray added, apparently feeling the same. The three of them circled Arnok.

"Thanks guys, but I think I can handle this guy myself." Laxus said.

"You don't know who I am, fool." Arnok said.

"You hurt my guild." Laxus said. "That's all I need to know." All four of them began charging their magic. Gray suddenly noticed something, and turned.

"Natsu, maybe we should let Laxus handle Arnok. We've got something else to deal with." Natsu turned, and saw Lord Yoshimoto, along with several strange looking warriors. Not samurai, but something else.

Yoshimoto, sword drawn, stepped forward. "Prepare to die." He said. However, his soldiers charged ahead while he stayed there. Gray and Natsu fired ice and fire, hurting the warriors. But when they tried to land non-magical blows, they passed through.

"Its those damn shadow things." Natsu said. "Better stick to magic."

"Easy enough." Gray said.

While they fought, Laxus and Arnok battled. They traded blows, each rocking the other with their fists. They tried overpowering each other. Their strength was close. But Arnok was a little stronger. He shoved Laxus hard to the ground, and then kicked him in the ribs. Arnok raised a fist, and brought it down. As the fist came down, Laxus' body turned into electricity. Arnok watched as Laxus surged around and appeared behind Arnok. Laxus punched Anrok hard in the ribs. Arnok grunted, but barely moved. They then grappled, struggling to get the advantage over the other.

Meanwhile, Natsu and Gray fought the shadows. Yoshimoto stood back. The shadows had various weapons, but Natsu was able to best them all, while Happy cheered from the side. Gray was still fighting while Natsu finished. After that, Natsu turned to Yoshimoto and ran at him, charging an attack. But halfway there, someone suddenly appeared in front of him. Natsu's first instinct was to knock this person out of the way, until he saw who it was. Natsu stopped dead in his tracks. In fact, he lost his balance and fell back onto the ground. He looked up, as the other person stared down at him.

"No." Natsu said. He shook his head. He knew what he was seeing, but couldn't believe it. Was it a dream or a nightmare? Natsu looked at the armor, the sword, the steely glare, and the long, red hair. It was Erza Scarlet.

Happy watched as Natsu fell to the ground. Happy looked up and saw Erza standing there. Happy knew that it couldn't be her. Erza had been dead for some time now. Of course, Lisanna had also died once, and she was now living. But when Happy looked closely at Erza, there was something different.

"Erza." Natsu breathed. Erza didn't respond. "Did they really do it?" Natsu asked, getting to his feet. "Did they bring you back?" He stepped closer to Erza, and reached out a hand to touch her. Happy wondered if Erza was just an illusion. As Natsu reached his hand toward her, Erza suddenly swung her sword one handed, slashing Natsu's hand. Natsu looked at his hand, cut open and bleeding. It was definitely not an illusion.

Erza swung her sword again, and again. Natsu backed away, trying to avoid the attacks. He could fight back, but he didn't want to hurt Erza. However, Happy was now positive that it wasn't really her. It was a convincing copy, but there were moments when the light would hit her a certain way, and she appeared translucent. You could see through her, like she wasn't actually there.

"Natsu, it's not really Erza." Happy called out. "I think its just another one of those shadow warriors. You have to fight back."

"Erza!" Natsu said, his face looking torn. He continued to back away as Shadow Erza slashed at him, leaving bloody cuts on his arms. Happy flew up, and rushed toward "Erza". He just passed right through her. At this point, Shadow Erza stopped, and Natsu paused as well, looking confused. At this point, she changed. Natsu saw her transform into Erza's Heaven's Wheel armor, one of her signature armors. The entity stood there in the silver armor, holding swords in each hand. It took to the air, and called upon a multitude of swords. Natsu watched as Shadow Erza launched the swords. Happy flew over and picked Natsu up, flying him out of the way. However, several mages were still hit by the attack, including Gray.

Shadow Erza moved closer as Natsu looked at her. A blast of ice struck her, bringing her to the ground, although she landed on her feet.

"Natsu, what are you doing?" Gray said. "That's just a fake." Yoshimoto ran at Gray with his sword, while Gray dropped to the ground to dodge. Normally, Gray could just block it with ice, but Yoshimoto's sword of shadows would have cut straight through it, and him.

Meanwhile, Natsu looked around at the people hit by the Shadow's attack. Cana, Bickslow, and even Wendy. Natsu scowled and turned back to Shadow Erza. "Erza would never hurt her friends. You're just a fake!" Natsu screamed at her, but she didn't respond. Shadow Erza flew at Natsu with her swords, but Happy lifted Natsu out of the way again. As "Erza" passed, Natsu launched a twin dragon flame attack, connecting to the shadow's back. Natsu followed up with a flaming kick, and then a fiery uppercut. The shadow was knocked to the ground, and dissipated.

"Not as tough as the real Erza." Happy said. Natsu, back on the ground, turned to Yoshimoto, who was dodging Gray's attacks.

"You!" Natsu said. "How dare you use Erza's image? I'll make you sorry." Natsu fired a fire dragon roar at Yoshimoto. The samurai used his sword to disappear into the shadow realm, but at least some of the blast connected before he got through. Seconds later, another shadow tear opened, and Yoshimoto fell out. He had been partially burned, and gasped on the ground.

"Get up and fight." Natsu said. Yoshimoto looked up, and raised his hands in surrender. "You're not giving up that easy. Stand up and face me, or I'll make you sorry."

"Sounds like you'll make him sorry either way." Happy said.

"I was fighting him the whole time and now you just jump in at the end." Gray said. "Doesn't matter, we're winning. Time to finish them off." Natsu had grabbed Yoshimoto while Gray was talking. But everyone stopped when a very loud sound was heard, and it was close. Gray turned, and saw something approaching. It was huge. Moving through the streets, crushing buildings, was a giant machine. One of Sael's, clearly, but bigger than any previously seen. The machine shook the ground as it entered the scene. It wasn't alone. It had about a dozen harpy machines resting on its shoulders. And several smaller ground machines followed at its sides. The harpies took flight, and spread throughout the battlefield. The ground machines entered the fray too.

"So much for winning." Gray said.

Lisanna, in her cat form, had been fighting for a while. She had fought samurai, who seemed near endless, as well as the barbarians, of whom there were much fewer. She had fought hard, but was getting tired, and her injuries were starting to mount. She had cuts and bruises all over. Mirajane was fairly close, and seemed to be in a little better shape. Still, it was starting to seem like they might be overwhelmed with sheer numbers. But then, numbers started to diminish. There were still a lot of them, but fewer than before. It was starting to seem more manageable. Which was good, because Lisanna didn't know if she could keep it up much longer. And then the giant machine showed up.

It wasn't as though they hadn't heard the noise. But it had been going on for some time, and they had all gotten so caught up in the heat of battle. Lisanna had almost forgotten it. But when she saw the machine crashing through buildings, and carrying other, smaller machines, there was no ignoring that. Lisanna looked up. The machine was several stories tall. It appeared to have a big round eye at the front of its "head". It had one arm that ended in a mechanical claw, and another arm that appeared to be a cannon. It also appeared to be protected by some kind of magical shield.

Lisanna looked around, and noticed that even their enemies appeared to be gazing up at the machine. Which was a good thing, or else they would have taken her out while she was distracted. Lisanna then heard a voice, obviously coming from the machine.

"You should have surrendered, Fairy Tail." Lisanna recognized the voice. On a whim, she changed into her bat form and flew up. She belatedly realized that she might not have the power left to change again if she needed to. She also couldn't be sure that this thing wouldn't just blast her out of the sky. But she wanted to try something all the same. She flew up near the head, but while still keeping some distance.

"Sael, its Lisanna." She called out. "Sael, please answer me." She said louder. She wasn't sure if he could even hear her. But the eye turned towards her.

"Hello Lisanna." The voice said. It was definitely Sael's voice, although it was somewhat distorted. "I had said before that I hoped we wouldn't meet again. Yet, here we are."

Lisanna flapped in midair with her bat wings. The motion was causing her back to hurt again. "You came all the way here just to fight?"

"Correction: I am not actually there. I am still in Bosco. I have conceived a way to remotely control these machines over distances, although it is imperfect. Also, I have not brought these machines to fight. I've brought to them to kill, and destroy."

"But you're a reasonable man, I know you are."

"I am a vengeful man. I am sorry, but my people deserve their revenge."

"But Sael-"

"I'm sorry, but the time for talking is over." He said. "Goodbye, Lisanna."

Sael, or rather the machine that he controlled, raised the cannon arm. It charged, aiming at a group of buildings.

"No." Lisanna said. The cannon fired, but not before being struck by something. It was Mirajane, in her takeover form. She flew and rammed into the arm. She didn't appear to cause any real damage. However, she did cause the cannon to jerk upwards. The magical energy that was fired didn't exactly hit its intended target, but instead simply cleaved the roofs off the buildings. It was still a lot of damage, but far less deadly.

"We'll take it down." Mirajane said, flying near Lisanna. However, the harpies all gathered together, flying towards Mirajane and Lisanna. These appeared to be a little faster than the last batch they fought, in addition to there being a lot more of them. Not having time to discuss a plan, the two sisters flew off. The harpies flew around them, overwhelming them. Trying to fight the machines and prevent Sael from destroying the town at the same time was going to be very difficult. Maybe even impossible.

Natsu looked up at the machine. He watched as it fired a blast that tore the roofs off of several buildings. He watched Mirajane and Lisanna surrounded by those flying machines. He watched everyone he cared about being threatened. Natsu turned back to Gray, but found that he and Yoshimoto had already resumed their fight. The samurai seemed to be repeatedly disappearing and hiding behind his soldiers to avoid a direct fight. Natsu didn't have time for that though.

"Happy, we need to go and help them." Natsu pointed upwards to Lisanna.

"Aye, sir." Happy flew over to Natsu to pick him up. As he was flying, a magic attack flew towards happy. Natsu jumped and grabbed Happy, dropping to the ground. Natsu looked up, and saw who had attacked.

"Going somewhere, Dragneel?" Cobra said.

"You." Natsu said, getting to his feet. Natsu had wanted to fight Cobra for some time. But this was the worst timing.

"I don't have time for this." Natsu growled.

"Your whole guild's out of time." Cobra said. Natsu ran to the side, but Cobra quickly intercepted, delivering a powerful side kick to Natsu. Natsu stumbled, losing his balance. Natsu countered with a twin dragon wave attack, but Cobra had already ducked, and swept Natsu to the ground. Cobra punched him in the head a few times, before backing away.

"I'm just getting warmed up." Cobra said. "I've been waiting a while for this."

Natsu brought his hands together and conjured a fire dragon's brilliant flame. As he fired the attack, Cobra blocked by creating a large shield of poison.

"You can't win." Cobra said.

Natsu, frustrated and angry, began launching a salvo of fireballs, but Cobra blocked or dodged them all. When Natsu stopped, he found Cobra's fists connecting with his face. Natsu fell backwards.

"I haven't even used my best attacks yet." Cobra said. "But its so much fun just punching you."

Happy flew over to Natsu. "Are you okay?" Happy said.

"Yeah, I've been hurt worse." Natsu said. "Its just annoying how I can't land a hit on him. But I've got a plan." Natsu stood up, and Happy flew beside him. Cobra stood waiting. Natsu took a step forward. At that moment, Something big came crashing through. It was Laxus and Arnok. They were still grappling and brawling, and covered in blood. Natsu looked from the two huge men back to Cobra. Natsu started to walk around them, but then Gray came running through firing ice. Yoshimoto and his samurai ran around the perimeter.

"What's going on?" Happy said, sounding alarmed.

"Hey, we're trying to fight here." Natsu said.

"I thought you wanted to help Lisanna?" Happy said.

"Damnit, I almost forgot." Natsu said. He looked up, but couldn't see her. But he could definitely see the huge machine. It was very close. Its foot came down just yards away, quaking the ground. The area began to crowd with various kinds of machines, and samurai. It was getting hard to keep track of individual people, especially with the snow, and was too crowded for a real tactical ground fight.

"So much for our one on one." Cobra said. "Lucky for you, because I was winning. That doesn't mean this is over though."

Natsu barely heard him. He turned to see Laxus and Gray standing close by. "Hey, can you guys distract Cobra? I have to go find Lisanna, make sure she's okay."

"Sure, I'll fight them all." Laxus said. "But from what I've seen, Lisanna seems a lot stronger these days."

"I know. But she's my girlfriend, so I just want to make sure she's okay." Natsu said. Laxus laughed.

"Man, things really have changed since I've been gone."

Happy flew up and grabbed Natsu. Together they flew into the air as Laxus launched a launched a lightning dragon roar, and Gray fired a large ice hammer. Natsu didn't bother to see how that turned out, and just flew upward.

Makarov looked up at the giant machine in the center of everything. It cast a shadow over a third of all the people below, which were a lot. The sky was swarmed with the things designed to resemble Lisanna. And there were other types on the ground too. Makarov had fought a few of them, although so far he had avoided using his full giant form, feeling he might need to save the power. But with the way things were going, he felt he couldn't wait any longer.

He watched as Cana fought a barbarian with her cards, launching attacks at him. Though he wasn't a mage, the man seemed surprisingly resilient to her attacks, even without the tattoos Arnok wore. Nearby, Wendy and Carla were battling several samurai and a round machine. Makarov also watched as Natsu took to the air. Everyone was fighting for their lives. Makarov grew his arms, and punched the barbarian hard. He then turned to the machine near Wendy and punched that too. The thing toppled onto its side, but was still moving. Makarov looked up again to see Natsu and Lisanna flying together near the head of the machine. Natsu breathed fire at the head. The head remained intact, but the machine seemed disoriented and swung at Natsu with its claw. Happy and Natsu dodged. At the machine swung again, it turned its body. It suddenly raised its cannon and fired. It was aimed at the guild hall. The blast punched a large hole through the middle of the building, leaving much of the second floor destroyed. A loud sound could be heard. Makarov realized it was coming from his mages, screaming at seeing their hall attacked like that. Makarov could no longer contain himself either. He unleashed his power, becoming giant. He grew to several stories, rivaling the size of the machine.

By this point, Mirajane was now attacking the cannon, but various other machines had begun attacking the hall as well. Maybe this was an attempt at demoralizing the guild. Or, maybe Sael was just enjoying the destruction itself. Makarov didn't care. He grabbed the huge machine with his own rather large hands. It swung at him with its claw, but he ignored it. Makarov grabbed the cannon arm, and began pulling, fully intending to rip it off. He pulled so hard his muscles bulged. The magical shield made it more difficult, but Makarov put all of his strength into it. The arm began to come loose, causing sparks to fly. Makarov could see wires at the shoulder joint protruding. It continued to bash him with its claw, but Makarov knew he just had to pull a little harder. Almost there.

And then Makarov felt it. Not the cannon coming loose. Something else. He felt a sharp sudden pain in his leg. Makarov yelled at the unexpected pain. He lost his grip on the machine. He looked down to see what had attacked him. His eyes widened when he realized that it was Cubellios. It had gotten free. And now, it had bitten Makarov's leg. It was still biting in fact, sinking its venomous fangs into Makarov. He grabbed its head, and pried its jaw loose. As he held the snake, he staggered, feeling the effects of the poison. He saw the machine nearby, still standing, still a threat. He began to think that it might be time to use Fairy Law. Although, if he used it on all the enemies then it could cost him his life. However, he suddenly felt that this was moot, as he now felt weaker. Not strong enough to use the spell, or even maintain his current form. Makarov felt himself shrink back to normal size, and dropped the snake.

Makarov was now on the ground, looking up. Now that he was smaller, the poison that was in his leg had quickly spread to the rest of his body. It felt like fire. He could see the snake hovering over him, perhaps considering how to proceed. At that moment, Makarov also noticed that the snow was stopping. The sky was still full of clouds though.

Makarov tried to stand up, but it was difficult. His whole body hurt. Someone else was walking up. The footsteps crunched through the snow. Makarov looked up, and saw Cobra.

"Good job, Cubellios." He said. He patted his friend on the back. "Looks like we're finally about to take down Fairy Tail."

"Get away from him!" Natsu's voice could be heard. He flew down with Happy, landing nearby.

"If he dies, I'll kill you." Natsu said. Before Cobra could respond, someone else came down as well.

"Master, are you okay?" It was Wendy, flying in with Carla. "I saw what happened, I'm here to help."

Cobra stepped forward, blocking their path. "You'll have to get through me first."

"And me as well." It was Yoshimoto, walking up with a few of his shadow warriors, weapons drawn.

"Well, looks like another stand off." Cobra said.

"We don't have time for this, move." Natsu said. Wendy moved toward the master, but Cobra moved fast and hit her, knocking her back. Natsu came in, and punched and kicked, but Cobra once again dodged it all and knocked Natsu down as well.

"You never learn, do you?" Cobra said.

"Pathetic." Yoshimoto added. At this point, Makarov's breathing was becoming more labored. Natsu gritted his teeth and stood up.

"Stop right there." Someone said.

"I don't care how many of you there are, I'm not letting him die." Natsu said.

"Neither will we." The voice said. Natsu turned. It was Lahar, along with several rune knights.

"Sorry we're late." He said. "There was a lot of commotion throughout town, and we got delayed. Reinforcements are on the way, but it may take some time." Lahar only had about half a dozen knights with him.

"Rune knights." Cobra said. "Here to arrest us?"

"You were already supposed to be in custody." Lahar said. "Stand aside and let us tend to Master Makarov, and we'll take that into consideration."

"Looks like there aren't that many of you, so…" Cobra said. He turned to Cubellios, but then turned pale. "Wait…" Something was happening to Cubellios. The snake was glowing, and shrinking. Its body was changing, contorting. It let out a sound, which initially sounded like a hiss, but then turned into a groan. It shrank to human size, and its scales began to disappear.

"Cubellios… what's happening?" Cobra said. Cobra became alarmed. He looked down at Makarov. "You did this, old man. What did you do? Tell me!"

Makarov turned his gaze toward Cobra. "I helped her. Lifted her curse."

Cobra looked at Makarov, and then back to Cubellios. It, or rather she, was no longer a snake. The young girl lay unconscious on the ground. She had purple hair, and no clothes. Cobra stood there, unsure what to do. He knelt down and took his jacket off, covering the girl with it.

"She was a human cursed into the form of a snake." Makarov said. He sounded weaker than before.

"You need healing." Lahar said.

"I won't stop you." Cobra said. "I… I don't know anymore."

Wendy walked over and knelt down. "I've already healed a few people today." Wendy said. "But I should have enough power left to heal you." Wendy raised her hands, and concentrated.

"Its okay Wendy, we're here." Carla said.

"You made a promise." Yoshimoto said. He spoke to Cobra. "Boudica helped you, and you agreed to help destroy Fairy Tail."

"They may have helped us more." Cobra said. He was watching over the sleeping girl.

Yoshimoto walked over to Cobra and put a hand on him. "You cannot ignore your debts, or forsake your promises. You must-"

Cobra grabbed his hand and pushed him away. Cobra stood to face Yoshimoto. "Nobody tells me what I must do. I'm done with this fight. I'm going to leave, and take her somewhere safe. Don't follow us. Unless you want to settle this here and now." Wendy and the others were more focused on Makarov at that moment, so were barely listening to what they were saying.

"You are making a grave mistake." Yoshimoto said. "One you won't live to regret."

"Is that a threat?" Cobra said. He began to power up his poison magic. Cobra spat something. Not poison, but Blood. Cobra looked down and found something protruding from his abdomen. A sword.

"It is a promise." Yoshimoto said.

"Impossible." Cobra said. "No one can sneak up on me. I can hear everything. A man's thoughts, even his soul."

"Shadows have no thoughts, no soul." Yoshimoto said. "They are constructs that only exist to serve me." Cobra turned around, to find that it was indeed a shadow warrior that had stabbed him. The warrior pulled the sword out, leaving a bloody hole in Cobra's body. Cobra fell to his knees. By this point, the others had noticed what was happening. Even Wendy had stopped her healing. Natsu beathed fire at the shadow, burning it up where it stood. But the damage was done.

"You should surrender now." Lahar said to the samurai. "You're outnumbered, shadows or no."

Yoshimoto looked at Lahar, and everyone else around. He clutched his sword, and the others tensed, ready to attack. "Good point." He said. He turned and slashed the air, creating a shadow rift. He quickly ran though, and it closed behind him. He was gone.

"Coward." Lahar said.

Above, a small airship could be seen flying overhead. Reinforcements. Unfortunately, it was not for their side. "More of them." Lahar said. A loud crash could be heard. They turned, and saw that the guild hall had mostly been destroyed.

"This is really bad." Wendy said. "I'll heal you master." Wendy raised her hands, but Makarov grabbed her.

"Wait." He said. "Look." Wendy looked. Cobra lie bleeding on the ground, barely alive. He was dying. The young girl, his friend, seemed semi-conscious, and reached a hand out to touch him.

"Poor girl." Carla said.

"Save him first." Makarov said. "He needs it more than I do."

"But master, I barely started healing you." Wendy said. "And if I heal him, I might not have enough power left to heal you too."

"Its fine." Makarov said. He slowly got to his feet. "I actually feel a little better. I can wait. He can't."

As they spoke, Lisanna flew down to join them. "Guys, what's going on?"

"It's a long story." Natsu said.

"Even though it all happened in just a few minutes." Happy said.

"Are you sure, master?" Wendy said.

"Yes, hurry." He said. Wendy hesitated but obeyed, and went over to Cobra to heal him. At this point, Lisanna changed back into her normal form.

"I think I'm out of power." she said, looking tired.

"Just stay by me until you're rested." Natsu said.

"Listen, all of you." Makarov said. "I want you to try gathering everyone together. I have a plan."

"That's not going to be easy." Happy said.

"I'm sure you can think of something." Makarov said. "Just gather them around this area."

"I don't know what you're thinking, but alright." Said Natsu. Happy carried both Natsu and Lisanna as they flew off together. Wendy and Carla stayed behind to help Cobra. Makarov stood there for a second and watched the others fly off. He then turned back to Lahar.

"I want to ask a favor of you." He said in a low voice.

"What is it?" Lahar said. Makarov came close and told him.

Natsu and Happy flew, as Natsu held Lisanna. At the same time, Natsu also used his magic whenever he could, firing at passing enemies. They found Mirajane, and then Gray, and told them both to gather everyone together. As they flew on, Natsu began to feel something. There was a sudden pain in his head. He was having trouble concentrating.

"Natsu, your eyes." Lisanna said. "They're glowing."

Natsu knew what this meant, but he tried to ignore it. He flew, and fired a few more shots, but the pain got worse.

"Natsu, you have to stop." Lisanna said. "Happy, take us down."

"I can handle it." Natsu said.

"Sorry Natsu, but I think she's right." Happy said. Happy flew down where a bunch of Fairy Tail mages were gathered. It looked like most of them were there.

"Everyone's alive?" Happy called.

"It looks like it." Carla replied, flying in with Wendy. Others gathered there included Elfman, Cana, Bickslow, and Evergreen, among others. They were doing a decent job of holding off the enemies, but were getting tired. At the same time, it seemed the invaders were starting to become more cautious, perhaps due to diminished numbers. Many of them were keeping their distance, and attacking from afar.

"I think we're going to win this one." Elfman said.

"Don't jinx it." Cana said. Seconds later, something came dropping from the sky, and hit the ground hard. It was more machines. Only these were mostly circular in shape, but still the size of a person. They began rolling around, and then one exploded. Rubble and debris flew. A few more exploded. This time, they hit the guild hall.

"I'll kill them." Elfman said.

"Look!" Wendy said. She pointed upwards. It was Master Makarov. He had resumed his giant form, and was once again fighting the giant machine, as well as trying to knock the aircraft out of the sky. At the same time, various other machines in the air and on the ground surrounded him.

"We've got to help him." Gray said. "That's more important than the guild hall." The others didn't argue. They all started running towards Makarov as a group, prepared to make a stand as a united guild. They ran towards the master, even though they were still surround by enemies. Swords and missiles and fire came at them. They all tried to ignore the attacks. Bisca was knocked unconscious and Alzack had to carry her. Wendy and Lisanna were out of magic. Natsu was unstable. But they ran on. They found Laxus hunched over in the road.

"Just catching a breath." He said. There were enemy bodies around him. He had clearly fought hard. Just up ahead was Makarov.

"Let's go help him." Natsu said. He had stabilized a little, but was still twitching. The group started to run forward again, but quickly hit something. It was a wall. A magic wall, to be exact. They pounded on the wall, to no avail. Makarov could be seen on the other side, fighting.

"Maybe we can fly over." Happy said.

"Good idea." Natsu said.

"It looks like its covered from the top too." Lucy said.

"It is." Lahar said, approaching the group. "Rune knights are holding the enemy outside the barrier at bay, so we only have a minute before they get through.."

"Can you take that barrier down?" Elfman said.

"I wouldn't do that." Lahar said. "Your master told me to put it up."

This news instantly electrified the group. "You have to take it down." Gray said.

"We need to help him." Mirajane added.

"Don't make me hurt you." Laxus said. He walked closer, but found that Lahar was also surrounded by a barrier.

"Sorry." Lahar said. "This was his last request."

"Last request?" Gray said, becoming angry.

"I'm already dead." Makarov said, seeing the group. "I've been poisoned. Wendy is out of magic. I only have a few more minutes. I'm going to make them count. At least this way I can go out fighting." The master was being overwhelmed. Explosions went off in and outside the barrier.

"Then we'll go down with you!" Lisanna said. Mirajane agreed.

"We need you!" Lucy said.

"No!" Makarov said. "You need to get to Bosco and stop them. Don't throw your lives away on me. You can't save me. I'm already dead. Go while there's still time. Please, listen to me this once."

"What do we do?" Wendy said.

"We should listen to the master." Everyone turned. To their surprise, it was Natsu who had said it. "He's right. We need to finish this. We can't do that here. He gave us an order, so we should follow through."

"Natsu…" Lisanna said.

"I feel like we have to do this." He said. "Or I do, anyway. I owe it to him. To everyone."

"…Okay. Then I'll go with you." Lisanna said.

"Then I will too." Mirajane said.

"Are you serious?" Gray said. "You're just going to abandon our master?"

"Its like he said, we can't save him." Mirajane said. Her face was stoic, but her voice cracked a little.

"But we can't just run away." Gray said. "It feels… wrong."

"I almost killed him before." Laxus said. "I can't just walk away."

"You can't get through anyway." Lahar said.

Makarov staggered toward the barrier. "Leave now. The fate of the world is at stake. That's more important."

"He's right, and you're obviously too weak to keep fighting." Lahar said. "My knights can't keep holding them off. You have to go."

"We still have to go back for the kid, Romeo." Gajeel said.

"He's right here." Lahar said. A rune knight walked up, moving Romeo along. He looked scared.

"What about that girl?" Wendy said. "The one who was a snake."

"She's with us." Lahar said. "We'll take care of her. Now go. My rune knights will show you the way to an underground tunnel."

"You know about those?" Mirajane said.

"Makarov told me. No more time to talk."

"Let's just get out of here already." Natsu said. He didn't want to watch Makarov die. Lisanna and Happy followed behind, and others began to do likewise. Two rune knights went with them to guide them.

"I can't believe this." Gray muttered. But he followed them all the same. Together they all ran off.

They ran, having to engage in a few quick fights along the way. The rune knights were helping, but there were still hundreds of enemies, even with the losses. They made it past the guild hall, which by this point had been mostly destroyed. The area around was in flames. They ran a little farther, outside the main battle zone. But it wouldn't be long before the attackers caught up to them.

"Where is the entrance?" Mirajane said. The rune knights guiding them showed them where the hidden tunnel entrance was, not far off. "I guess we have Jet to thank for this." She said. "I hope he's okay, wherever he is."

None of them looked back. If they did, they might be tempted to run back to help the master, lost cause or no. They ignored the fire, and explosions, and the fighting, and climbed down into the tunnel while the rune knights stood watch. Once they were all in, the hatch was sealed behind them, and the area quickly covered up. There was no turning back now.

End Notes: Laxus' return was handled similarly here as to when he returned in the canon, during the Tenrou Island stuff. It felt a little abrupt, but again that's more or less how the canon did it. And it only took forty chapters for him to come back into the story.

Makarov is dead. This was also handled similarly to Tenrou, except in this case the guild actually left him, and he actually died. I know the canon said they wouldn't leave in that situation, which is why I stacked the deck in that regard. Helping Makarov would be a waste of time (because he was about to die from the poison), and it would be irresponsible (because of Boudica's plan and their need to stop her), and it would be physically impossible (because of the barrier).

After this chapter, the story will enter its final act. This end isn't far off, in terms of how many chapters are left. Hopefully it won't take too long to write them. I can't give an exact number, but it will probably be somewhere between 8–10 chapters. Some of those chapters will be long, and some will be shorter.