Haha, sorry about the cliffie last chapter :P Hopefully I didn't leave you guys in too much suspense. That said, let the battle begin! This is the longest chapter out of all of them XD Hope you guys enjoy!

Disclaimer: I don't own Fairy Tail, Hiro Mashima does.

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Natsu's eyes snapped open as he jumped to his feet, fists already enveloped in scorching flames. He was surrounded by enemies. His guildmates were nowhere in sight. He growled. Matilda was going to have to answer to him if she dared to lay a single finger on any of his guildmate's heads. Leaping forward, he unleashed his flames on the poor mages who had decided to attack his nakama.

Lucy woke up to an intense heat. She remembered passing out on the floor after the guild's doors had been slammed open. She looked around the hall. Members of Fatal Falcon were everywhere, none of them moving except for one. The one mage that was moving had fire surrounding him, burning away at the guild. Lucy clenched her fists in anger. How dare they attack her home? Grabbing two keys from her pouch, she called forth one of her spirits.

"Open gate of the Scorpion! Scorpio!" In a flash of light, the spirit appeared. He instantly took in the enemy and sprang into action, noting that this wasn't the time for pleasantries.

"Sand Buster!" Scorpio cried as the attack hit the fire mage.

Natsu was pushed back when he was hit by a sand attack. Growling, he sent a Fire Dragon's Roar in return. The mage dodged and continued to attack him. Natsu let out a fierce battle cry and charged to meet his opponent…

…only to fall into a deep pitfall. Natsu yelped as he landed and stood up, only to be showered by sand and rubble, undoubtedly from the digging process. Before he knew it, he was neck deep in sand. He spewed fire from his mouth in rage.

"Bastards! Wait until I get out of here! I'll skin all of you alive!"

Lucy rolled her eyes at her opponent's antics. She had watched Scorpio take the mage down and had quickly called out Virgo to create a pitfall. Needless to say, she was pleased with the results. However, the mage's coarse language was vaguely reminiscent of Natsu's. Lucy allowed herself a quick laugh before setting out to attack the other intruders, who had begun to move and were attacking.

Dark blue eyes opened lazily as they peeked past their owner's eyelids. The room was deserted. He was about to push himself off the bed when he heard a voice in his head.

"Hello dear Gray, how are you?"

"Who is this?"

"Not important. But what I need for you to do is to close your eyes for a minute and go back to sleep."

"Why?" Blue eyes glazed over as he felt himself want to lie back down like the voice in his head was telling him to. The small part of him that still resisted was insistent on an answer from the mysterious voice.

"Again, you ask too make questions, Gray. Just do as I say."

"...Understood."

Matilda cut her connection to the ice mage and grinned, knowing that when the ice mage next awoke, he would be on her side. She watched her plan unfold from a rafter in the guild. She grinned at the scene she was bestowed with. Years and years of revenge and hatred, all manifested in this battle! It was the best moment of her life. She jumped down from her hiding place and made her way to the door that held her puppet. Quickly, she destroyed the room that caged her ally. The runes were no longer in effect if the room itself didn't exist. From the rubble, Gray slowly opened his eyes ands rose up, unharmed and blue eyes blank. The purple tendrils that covered the ice mage's toned body glowed brightly. The same magic circle that had been branded into his neck was now imprinted in his left eye. Matilda grinned at her handiwork. She was one step closer to seeing her plan come to fruition.

Erza shook her head as she tried to shake off the remaining throes of sleep. Just before passing out on the second floor, she had felt something similar to the feeling when Mystogan used to enter the guild. But no, Mystogan was in Edolas now and all Anima had been destroyed; it couldn't have been him. Leaning over the edge of the balcony, she took in the chaos that was Fairy Tail's guild hall. Enemy mages filled the room, not a single guild member in sight. But what tipped Erza off was that the enemies were fighting each other. Erza frowned. She closed her left eye. The sight she was greeted with shocked her.

Her guildmates, her family was fighting each other, expressions of utter hate on their faces. She watched in horror as Lucy's spirit Scorpio sent Max flying. Elfman's Beast Soul slammed into Wakaba but not before the latter's Smoke Rush landed many hits on the Take Over mage. Thankfully, Makarov was nowhere to be seen in the chaos. Erza let out a sigh of relief. If the Master had taken part in this... whatever it could be called, the whole guild would have gone up in flames. Speaking of flames, she didn't see Natsu anywhere. Nor did she Gray. Or any real enemies for that matter. But that was the farthest thought from her mind as she backed away in horror. This had to be a dream, no a nightmare! Her nakama were trying to kill each other! Just when she was about to jump over the balcony and demand that the fighting stop, she sensed a presence behind her. She turned around and jumped away just before a torrent of pressurized water shot her way. Her first thought was Juvia, but that thought was immediately proven wrong when her enemy materialised in front of her.

"Titania Erza Scarlet," he greeted. Erza requipped a magic sword and held it at the ready.

"You were with Fatal Falcon."

"Glad I left an impression. I must say, I didn't believe Matilda when she told me that you had a fake eye." Erza's brown eyes narrowed. For everyone to be fighting each other without realising that they were harming their own nakama and for the spell not to affect Erza could only mean one thing.

Illusion magic.

"I see you've figured it out. I should have seen this coming to be honest. The wider the affected area, the looser and weaker the magic is cast. It was probably not a hard task for you to see through my illusion."

"You were the reason why Gray attacked Natsu back at our hotel."

"Indeed I was."

"You were also the reason why the townspeople didn't know anything about Fatal Falcon and why the mayor wanted us gone so quickly. You disguised yourselves to the townspeople and then us to the mayor with your illusions."

"Right again, my dear Titania. You're quite intelligent aren't you?" Erza didn't deign that with an answer. Instead she shifted her body so that she was ready to charge.

"How dare you… how dare you pit my family against each other and deceive innocent people?! You're going to regret the day you were born you bastard!" the scarlet seethed. The orange haired man in front of her grinned.

"It's all for Matilda's plan. I don't care what happens to your pathetic guild." Erza strained to keep calm.

"What is your name?"

"Steven Broderik. I fought with your Salamander last we met. I do hope you entertain me better than he did, Titania!" The two charged, ready to destroy the enemy that threatened their guilds.

Natsu spat sand out of his mouth and crawled out the pitfall. He was finally free! Just when he was about to join the fight, he caught whiff of a scent he vowed never to forget. It was the scent of someone who hard hurt his nakama and sent his best friend into a never ending hell. He roared as he shot himself in the direction of the smell.

"Matilda!" Natsu stopped when he found himself staring at the object of his hatred as well as who he was trying to protect standing next to each other. The evil mage grinned as she brought Gray closer to her and the raven complied. Natsu gawked.

"Gray? What are you doing?" he asked uncertainly. The ice mage didn't respond and Matilda cackled. Natsu felt his flames surge up from within him, hotter than they ever were before.

"WHAT HAVE YOU DONE TO HIM YOU BITCH?!" Matilda flashed him a winning smile.

"Why, I've only done what I planned to from the beginning. Gray Fullbuster is under my complete control, Dragon Slayer."

Natsu couldn't hold himself back anymore. He launched himself at the Angel Slayer when Gray came into his view. The raven punched him in the face and Natsu was sent to the floor, now sporting a swollen cheek. Matilda laughed.

"That's right, Gray. Kill the Dragon Slayer," she goaded, her voice dripping with disdain when she spoke the last two words. Natsu growled and picked himself up off the floor.

"What the hell do you have against Dragon Slayers, huh?! What have we done to you that made you hate us so much?!" Matilda's expression morphed from amused into livid. She shot a blast of purple fire in the Dragon Slayer's direction, to which he dodged, remembering the awful taste of those flames.

"You wouldn't understand! You didn't have everything you held dear taken away from you in front of your eyes!" She turned back to her puppet.

"Gray, kill him! Don't leave any trace of him left for anyone to find! We'll see how Fairy Tail crumbles without their precious Salamander and ice mage!"

Erza jumped back to avoid a blast of scalding water. She scowled as she requipped her weapon to exchange her normal sword to her lance from her Thunder Empress Armour. They had not been fighting for long, but it was obvious that Steven was a tougher opponent than she had expected. The man's movements were like water, fluid and beautiful. It was close to impossible to land a hit on him. But Erza could not afford to lose this fight. This man was turning her family against each other and that was something that she would not allow.

"Requip! Sea Empress Armour!" she announced. Steven let out an appreciating whistle.

"I have to say, Titania, I didn't think your armour was this… revealing." Erza glared hard at her opponent.

"You should pay less attention to what I'm wearing and more attention to your defense…" she trailed off. In the blink of an eye, she was gone. Steven was taken back but regained his composure and searched for the scarlet haired knight. A voice from behind him made him shiver.

"You're full of openings." He felt a searing pain across his back and he staggered. He laughed.

"As expected of the great Erza Scarlet. But if you think I'm going down without a fight, you're wrong! Matilda makes me stronger! Stronger than you!" The man sent a whip of water flying towards Erza as the Queen of Fairies narrowed her eyes and prepared her counter attack.

Natsu ducked underneath a kick that Gray had aimed at his head and tried to grab hold of the limb. Unfortunately, Gray caught on and shot ice at him, forcing him to dodge. His feet and hands scraped along the floor as he glared up at his opponent. Fighting Gray was no easy task, more so when the ice mage was completely serious, even if not of his own volition. The one thing that was good about Natsu's situation was that he had fought with Gray so many times for so many years that he knew exactly how the raven thought and acted in a fight, from the rhythm of his breathing to the way his foot pivoted to 1 o'clock slightly when he threw a punch. Natsu watched as a magic circle appeared where Gray's fist met his palm. He smirked. Just from the stance, he could tell that Gray was about to send lances in his direction.

"Ice Make…" the raven began. Natsu darted to the side just as the spell unfolded and was shocked with what he found himself facing.

"Hammer!" Before the rosette could block, the chunk of ice was already upon him. He cursed and threw a fist into the enlarged weapon, which succeeded in cracking it, but a good portion of the ice still came crashing down on him. He glared up at Gray from his position on the ground. His instincts were never wrong. Gray had been about to cast Ice Make: Lance. So why did a hammer appear instead? Behind Gray, Matilda cackled.

"Surprised are we? If you haven't noticed, with Gray's loss of control over his magic, I am the one who has control of what he casts now. I'm sure you were aware that he was about to create lances. I simply ordered him to make a hammer instead." Natsu's flames roared as he stood and the room's temperature spiked. It was one thing to mess with Gray and another to mess with the guild. Both were unforgiveable but even beyond that was to tamper with someone's magic.

A mage's magic was their life and soul. Years of dedicated hard work, blood, sweat and tears were poured into it. Natsu was proud of his Dragon Slayer magic and he was certain that Gray was just as, if not even more, proud of his Ice Maker magic. It was the last memento he had of his teacher. Natsu brushed rubble off of his shoulder as he turned to glare not at Gray, the enemy in front of him, but at Matilda.

"I will kill you," he promised, "and when I do, you won't be getting any mercy from me." Matilda simply laughed and ordered Gray forward with a flick of the wrist. Ice met fire as flashes of blue and red lit up the guild.

Erza twisted her wrist to slice through a jet of water that Steven shot at her. The water mage growled but continued to exhaust his magic, throwing attack after useless attack at the S-class mage. Even if she was on the defensive, it was clear who had the advantage in this fight.

Finally, Erza, clad in her normal armour, stood tall as Steven hunched over and panted, tired after using almost all of his magic. When he looked up, there was a sword pointed at his throat. He slowly raised his hands in surrender.

"Undo the magic you've casted upon the guild," the furious redhead ordered. Steven clicked his tongue.

Damnit… has it come to this?

Defiantly, he turned his head to the side. If possible, Erza's gaze darkened. The illusion mage gulped nervously. With bangs covering her eyes, Erza asked,

"Why go so far for her?"

"Huh?"

"Earlier you said, 'Matilda makes me stronger', didn't you? What did that mean?"

"Shut up! You don't know anything!"

"…Then why don't you explain, and maybe I will."

"It's none of your business!" Erza paused as her expression softened in the slightest.

"I see. You love her." Steven's expression turned livid as he shoved the female knight away from him.

"You don't know shit! Fuck the consequences, if it defeats you, then it's worth it!" he screamed as he clapped his hands together, as if in prayer. A huge outburst of magical energy flooded around him as Erza brought her arm in front of her in an attempt to see straight.

"Mari bestiam fac transire audeant virtute et percute me inimici. Invoco te in corpore servus et humilis. Egredietur belluam maris, Leviathan!" (1)

A rumbling resounded through the guild that caused the battles to stop. Lightning flashed outside as what used to be a sunny day turned into a thunderstorm. Lightning arced through the sky and thunder boomed loudly. Erza stared up in wonder when she detected an intense magical pressure in front of her. The storm subsided as suddenly as it had appeared. She turned back to her opponent and found him bathed in a sea blue light. When Steven opened his eyes, what used to be ice blue had turned into blood red. Steven let loose a roar that had Erza flinching back as he charged forward with a speed that he had not possessed earlier. Erza blinked and crossed her arms over her chest in an attempt to block the kick that she knew was coming, but when it actually connected, she flew backwards and crashed into a pillar. She looked up at Steven, astounded at the change in power and speed.

"Stand up human. I am the beast of the sea, Leviathan. You will not have the privilege of death until I have wrecked enough havoc to satisfy Acnologia himself!"

Lucy blinked as the world around her seemed to swirl. She rubbed her eyes and when her vision cleared, she found that in place of the enemy she thought she had been fighting, she had in fact been fighting against Cana. The card mage seemed to realise this as well and gave Lucy a quick apology hug. The two turned to find the rest of the guild shaking their heads in confusion before an explosion had bits of the ceiling collapsing on top of them. They all rushed outside to find a giant army attacking the building. Lucy's eyes widened as she recognised the symbol on their cloaks. She pointed to them, furious.

"They're with Fatal Falcon! They're the ones... they're the ones who did this to Gray!" The Fairy Tail members immediately understood and began the task of kicking the dark guild members to the curb. Nothing was stronger than the bond of friendship within Fairy Tail mages and the Fatal Falcon members were about to get a taste of the power of that bond first hand.

Erza looked back to find the guild nowhere in sight, but judging by the noise outside and Lucy's livid voice, she could assume that the illusion magic had worn off. Her eyes narrowed at the foe in front of her. Steven glowed an eerie sea blue and his gaze was unnerving; inhuman, almost. She observed the change in the dark mage's magic. Earlier, he had been on his last legs, nearing magic depletion. Now it was as if he was more powerful than how he had started off.

From the looks of things, Steven had used a spell that allowed some sort of beast to possess him. Erza doubted if there was any trace of the dark mage left in his body. Perhaps it was because he had relinquished control over his body that the illusion magic casted over the guild had dispersed. It was certainly plausible. Erza had dealt with possession before, if Jellal was any example, but she hadn't been the one to snap Jellal out of his insanity, Natsu was. She grunted when she felt a kick come into contact with her side and she went flying. She cursed her own carelessness.

"Requip! Flight Armour!" she announced and was instantly clad in her speed enhancing armour. She held her twin swords at the ready and charged towards Leviathan. The beast was surprised but grinned as its bloodlust took over its initial shock.

"Interesting... amuse me, human!"

Natsu shook the dirt out of his pink locks. He was covered in wounds and there was also the odd patch of ice on his body every now and then. He was thankful that Gray never truly went all out with him. The stupid Ice Bastard could make his ice insanely cold if he wanted to. Natsu almost thought that he had frostbite. That said, Gray was in no better condition. He was covered in burns and his right leg was bent at an awkward angle. Of course, one of the advantages of having Molding Magic was that Gray could just freeze it in place, which is exactly what he did. It frustrated Natsu to no end, since Gray seemed to have the advantage in this fight.

"Gray you bastard, snap out of it! Do you really need help from someone else to beat me?! Are you that weak, Frost Breath?!" he demanded. Matilda simply smiled as though the comment didn't bother her. She brushed it aside.

"Nonsense. He's stronger than he ever was before and he knows it. Gray dear, hurry up and put this fool out of his misery."

"Gray, fight it! You're stronger than this! Are you just going to take orders from her like that?!"

"Of course he is. He doesn't have a choice. And when he's done with you, he's going to move on to the rest of you pixies."

"Did you hear that Gray?! This crazy bitch wants to use you to kill your family! Are you still going to listen to her you fucker?!"

"Enough! Gray, hurry up and kill him!" She thrust her hand forward to emphasize her command but her expression changed to shock when she saw the ice mage's good leg flinch but he did not move forward. Natsu was surprised as well until he heard Gray say something that he would not have heard without his enhanced hearing.

"Nat...su..." The Dragon Slayer brightened immediately while the Angel Slayer scowled. The magic circle imprinted in Gray's eye dimmed as did the markings on his body.

"Gray!" Natsu shouted, ecstatic.

"Natsu... you have to kill me! Please!" the raven pleaded. Natsu vehemently shook his head.

"You're crazy! After all we've been through together, you think I'm just going to let you die like this?! No way in hell!"

"Natsu, I can't hold out any longer! Do it now!"

"No!" With that final argument, Gray gasped and he straightened as if he had been zapped with one of Laxus' attacks. Natsu's heart dropped to his stomach while Matilda's scowl turned into a sinister smile. The circle in Gray's eye and marks on his body reverted to their original brightness, if not even brighter.

"Now then, Gray dear, I'm getting sick of waiting. Kill him." Gray nodded as he threw his shirt off. Natsu couldn't help but grin. Once a stripper always a stripper. Gray brought his arms together above his head and began to gather magic energy. Natsu felt his weight increase under the sheer pressure of the magic but even so, he couldn't be happier. The short exchange between him and the real Gray confirmed one thing.

It wasn't too late to save Gray.

Wow, let me just say writing three different battles at the same time is really hard O.o Battle scenes aren't my thing to begin with so please let me know how I did!

(1) Beast of the sea, grant me power and strength to smite the enemies who dare to cross me. Invoke thyself in this humble servant's body. Come forth, beast of the sea, Leviathan!

Yes, that is Google Translated Latin. Don't judge XD

Next Chapter: Juvia