*hides from PokeTail* Sorry about that last cliffy! I'm not gonna keep you guys in suspense any longer since I fear for my safety XD

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

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Gray stood silently and exited the destroyed guildhall without Natsu noticing. The fire mage was focussed on his fight with Matilda after all. He searched through the chaos for someone he could deceive. He heard footsteps from behind him and whirled around, ready to attack when the person flinched and drew back.

"Gray-sama? Are you alright?" she asked. Juvia! Perfect! He would be able to trick her easily. He smiled as charmingly as he could at her.

"Yeah, I'm fine Juvia. What about you? You holding up ok?" he asked. Juvia squealed excitedly.

"Juvia is doing fine! These enemies are no match for everyone!" she reported happily. Gray smiled. Juvia looked down and saw the ice that encased Gray's broken leg. "Gray-sama! Are you ok? Hold on, I can get Wendy..."

"Juvia, I'm fine. Don't worry about me. I need you for something. Can you come with me for a second?" Juvia's heart pounded as her sense of caution was overtaken by one thought.

Love confession love confession love confession...

She was so caught up in her thoughts that she didn't notice that they had entered the remnants guild. A flash of pink brought her back to reality.

"Natsu-san?" She then noticed the green haired mage next. "Eh? And who's this?" She turned to the ice mage in confusion.

"Gray-sama what's—"

A horrible pain coursed through her entire body as she fell to the floor. She shivered as her body moved on its own and clutched at a wound at her neck. Despite her efforts, warm blood still seeped through her fingers and stained the guild floor red. Juvia took deep breaths, trying to calm herself, but failing. She opened her hazy blue eyes and stared up at the man she loved. A cold, emotionless gaze met hers. Juvia felt tears well up in her eyes.

"G-Gray-sama..."

Why?

Then her world faded to black.


"JUVIA!" Natsu screamed. He slid across the ground, not caring that the rocks and chipped wood were scraping against his skin and leaving bloody trails. He reached out to touch the water mage only to flinch back out of fear that he worsen the injury. He turned to where the entrance of the guild used to be.

"WENDY! HELP!" he screamed desperately. The little Dragon Slayer and her Exceed were in the guild in an instant. Wendy caught sight of the state Juvia was in and needed no other prompting. The only problem was that Gray was standing in between her and Juvia. In fact, it was a wonder that he had not attacked Natsu. Carla couldn't help but wonder about the reason but did not voice her thoughts.

"Natsu-san!" The older Dragon Slayer understood immediately. After carefully setting Juvia down, he tackled Gray swiftly. The ice mage grunted as the two flew back.

Without wasting a second, Wendy bolted over to where Juvia lay. She brought her hands in front of her quickly as she emitted a pale green glow from her palms directly over the laceration on Juvia's throat. Wendy poured out her magic, willing for the wound to close.

She suddenly perked up and turned to look over her shoulder, a look of fear on her features. Matilda stood behind her, palm outstretched with a magic circle floating in between her and Wendy. Natsu's head snapped to the side when he sensed the sudden build up of magic energy. He pulled himself off Gray, who he had had pinned to the ground, and threw himself towards the girls.

"Fire Angel's Burst!" Natsu careened into Matilda's side and caused her hand to fly left of Wendy. Countless flaming swords attacked the poor guild and when the smoke died down, there was no trace of Fairy Tail's left wall to be seen. Wendy took advantage of the situation and continued to heal Juvia. She sighed in relief when she saw that the wound was beginning to close. Carla wiped tears from her eyes.

"Thank goodness..."


Erza dared a peek over the railing as she jumped back to avoid another bolt of lightning. She had heard Natsu's desperate screams but had had no time to check the first floor. Even now, she could only spare a fleeting glance. What she saw revolted her.

A large pool of blood had stained the guild floor red. When Erza searched for the source of the blood, she was outraged to find Wendy healing Juvia, her petite hands covering the water mage's neck. It didn't take much for Erza to piece the puzzle together. On another part of the floor, Natsu and Matilda were fighting on the floor. Erza was sure that she had seen Natsu punch Matilda at least once in the gut and she smiled, pleased with the retribution the dark mage was undoubtedly receiving from a livid Dragon Slayer.

When she saw Gray standing to the side, Erza had to wonder what was going on. Gray was normally in the thick of things whenever there was a fight. She was about to ask when Leviathan surged forward and attempted to punch her into the floor. Erza quickly ducked underneath it and sent it back flying with a kick. The beast clutched its front and caught its breath. Erza scowled. This battle had dragged on for too long already. She would finish it now.

"Requip! Armadura Fairy!" The Queen of Fairies was instantly clad in the pink armour, her concentration heightened threefold. This would be the first time she ever wore this armour for a real battle but she had wasted enough time with Leviathan. She raised her twin swords in preparation. Leviathan smirked, seemingly amused.

"It seems as though you are prepared to end this, human. Very well. However, the one who shall be vanquished is not I!" it shouted as the sky above the pair darkened once more. Leviathan held its hands in front of it.

"Oceanus digeris torrentum!" (1) A massive wave of water erupted from behind Leviathan and rushed towards Erza. The redhead's grip on her swords tightened as she charged forward. Her blades hummed with magic energy as they adopted a green glow. Erza continued forward and brought one of her sword down in a slicing motion.

With one slash, the wave of water parted and receded downstairs. Erza could hear Natsu yelp from the first floor but paid it no mind. Leviathan took a step back, terrified in the face of Erza's power. Titania took a step forward. Then another. For every step that Erza took, Leviathan took one back until finally he was up against a miraculously intact wall. Erza pointed one of her swords to his throat.

"It's over, Leviathan." The beast suddenly smiled. Erza's eyes widened as she looked up at the still darkening rain clouds.

"Caelum iactatas fulmen!" (2)

A bolt of lightning rivalling that of Laxus' magic rushed down to Erza. Leviathan grinned.

That amount of electricity is enough to kill five men! I would like to see you try to survive that!

Erza remained calm as she requipped out of Armadura Fairy and into her Lightning Empress Armour. However, her two Fairy Swords remained. She held one up and pointed it at the sky. There was a loud boom when the lightning connected with the sword.

The yellow arc of electricity never passed the sword's tip. In fact, the green glow that had surrounded the sword earlier seemed to have grown in brightness. Leviathan's jaw dropped.

His lightning...

His lightning was being absorbed by this human?!

Erza looked up, a serious glare on her face. Leviathan attempted to stand and run but tripped over himself in fear. Erza fixed him with her merciless gaze.

"Fairy Piercing Sword!"

Leviathan flew back and slammed into the back wall of the guild. Erza huffed as she requipped back into her normal armour. She fell on one knee as she struggled to catch her breath.

I guess I'm not ready to use different armour with different weapons yet. Just a little more training though and I can probably do it...

Erza stood and walked over to where Steven's body lay. His eyebrows furrowed as he opened his eyes. Erza was mildly relieved to find them their normal ice blue. Steven scoffed at her from where he lay.

"Are you going to rub it in now, Titania?" he wheezed. Erza shook her head.

"Not at all. I just want to know why you did that."

"Why I let Leviathan take over my body?"

A nod.

"What does it even matter to you?"

"I get the feeling that there is more to your bond with Matilda than you let on." Steven sighed.

"We were childhood friends. We grew up in the same village. My family took care of her when they found out she was an orphan. That's all there is to it."

"If that is truly all there is to it, then why are you willing to go so far for her?" Steven's eyes widened as he laughed and scratched his head.

"Damn, you're an observant one, Erza Scarlet," he laughed. Suddenly, his eyes widened as he turned onto his side and began to cough. Erza's eyes widened when she saw that Steven was coughing up blood.

"Hey! Are you ok?!" Steven wiped the blood from his lips and rolled over onto his back. The orange haired man laughed.

"Don't act like you care, Titania." Erza's gaze hardened.

"You are an enemy, yes. But that is not my concern at the moment," was her only answer. Steven winced as he coughed and a trickle of blood left his mouth.

"This spell kills the user. Matilda doesn't know that though. It's the price to pay for allowing the Beast of the Sea to control your body and magic." Erza raised an eyebrow.

"Why doesn't Matilda know? Doesn't she deserve to?" Steven scoffed.

"You don't know anything about us. Don't go acting all high and mighty, Titania." Erza frowned.

"Why didn't you tell her your feelings?"

"I told you—" A hard glare from Erza shut him up. Steven sighed. "Because it would only get in her way. Matilda'a already decided her path and I already decided a long time ago that I would support her." Erza shook her head and gave him a pitying look.

"A friend once told me... that we don't die for our friends; we live for them. Don't you think that Matilda would have been much happier with you by her side? How will you support her now?" Steven laughed brokenly.

"It's too late for that now." He turned onto his side again as he was caught up in another bout of hacking up blood. He gazed up at the red haired knight, his eyes now holding a glassy look to them. Steven felt an inexplicable sadness well up in him. He had been prepared to die from the start! He had been...so...

Why did he feel such emptiness?

"Steven! Hurry up! We're going to miss the parade!"

"Steven, wake up! It's already 11!"

"Steven... I want to make a guild. Will you join me?"

Shit... He didn't want to die! He wanted to spend more time with Matilda...

"Erza Scarlet... can you do me a favour?" he asked weakly. Erza smiled softly. She had a feeling she knew what this request was.

"Yes. What is it?" Tears welled up in Steven's blank eyes as he weakly clenched a fist.

"T-Tell Matilda... 'Goodbye. I love you'." With that, the last shred of light in Steven's blue eyes faded and his fist unclenched limply. Erza removed her gauntlet and gently closed Steven's eyelids.

"I'll make sure she gets the message."


Natsu rolled over as he grappled with Matilda on the floor. His hands pinned hers to the floor. Matilda looked up him with rage and headbutted him, causing him to fall back. He charged forward, fist pulled back only for Matilda to catch it in the palm of her hand. She changed her grip so that it was on his wrist, moved her other arm so that it was under Natsu's upper arm and unceremoniously flipped him onto the floor. Natsu tried to stand but was stopped when a sneaker planted itself on his throat.

"What's this? I thought you were going to kill me. You'll never come close with this kind of power." Natsu growled.

"Shut up. I don't break promises." The green haired mage laughed. She held her palm out at Natsu and the rosette watched in fear as the magic circle appeared in front of her palm.

"That's a shame. It seems like you'll have to start today." Her eyes narrowed dangerously at him.

"Goodbye, Dragon Slayer."

Just as she was about to unleash her spell, Matilda turned her head towards the staircase. She clicked her tongue and jumped backwards, away from Natsu, just in time to avoid getting skewered by a magic sword, which now was implanted where her foot had once been. In other words, right next to Natsu's neck. The Dragon Slayer shivered as he turned his head robotically to the side.

"E-Erza?!" The redhead jumped down from the balcony and landed gracefully on the first floor, clad in the Flame Empress Armour. She stared at the Angel Slayer for a moment before dropping her glare.

"I have a message for you from Steven." Natsu perked up at this and sat up. The weird water dude that he had fought last time? Matilda's guard seemed to drop as her interest was piqued.

"Why are you delivering it for him? Where's Steven? What have you done with him?!" she shouted, volume growing with each question.

"He's dead. He wanted me to tell you this. 'Goodbye. I love you.'" Matilda's eyes widened. Tears fell unbidden down her cheeks. She glared up at Erza and charged forward, her entire body coated in purple flames.

"YOU BITCH!" she screamed. Erza was about to dodge when Natsu jumped in between the two girls.

"Natsu!" Erza stated in surprise. Without turning around, the Dragon Slayer answered her in a serious tone.

"Leave her to me, Erza. Can you keep Gray out of our fight?" Erza glanced warily at the ice mage who had up until then, stood stock still as he did not have any orders. Erza requipped out of her Flame Empress Armour and opted for her normal Heart Kreuz armour, accompanied by a magic sword.

"Got it. Take care of it quickly, Natsu."

"I know."

Erza stalked calmly towards her childhood friend. Gray had been the one to open her armoured heart all those years ago. It was her turn to help him. Matilda appeared to have given Gray some sort of telepathic order as he suddenly lunged forward, intent to kill. Erza had to quickly jump to the side to avoid being crushed by an ice hammer. She was about to bring her sword down in an arc when she remembered who her opponent was. That split second hesitation allowed Gray to hit her with several lances at close range. Erza scowled. She didn't want to hurt Gray but the raven clearly had no intention of making this battle easy for her. She sighed as she skidded back on the guild floor. She would just have to knock him out then.


Matilda sneered at the boy in front of her.

"Get out of the way, Dragon Slayer. She killed Steven!" Natsu's eyes narrowed dangerously.

"And you're controlling Gray and almost killed Juvia. Your point?" Matilda's fists became bathed in purple flames.

"I won't ask again. Get out of the way."

"And I won't say it again. No." For the first time, Matilda lost her composure and roared in rage, charging at Natsu. The Dragon Slayer easily dodged the blind attack. Matilda turned back, flames in her mouth and unleashed another Howl. Natsu met the attack head to head with a Roar. This time, Natsu's attack had the advantage and overpowered Matilda's attack. Lavender eyes widened as she dodged the attack out of instinct. She clicked her tongue. She could have used that to replenish her magic! Natsu sneered from several feet away.

"What's wrong Matilda? You seem a little off."

"Shut up, shut up, shut up! You Fairy bastards took my family away from me again!" Natsu raised an eyebrow as he grabbed on to her wrist when she tried to throw a punch at his face.

"'Again'? What do you mean by that?" Natsu stiffened imperceptibly when he noticed that Matilda had started crying. But the tears were not of grief; no they held no trace of it. They were tears of rage.

"Shut up! I don't have to tell you a fucking thing!" she screamed, her voice rising in pitch as she lost control of herself. "Fire Angel's Burst!" The attack was fired multiple times but Natsu easily dodged each one. Reading the trajectory was child's play now that Matilda had lost her calm. Natsu watched the girl in front of him closely. Each blast of fire illuminated the crying Slayer's face and Natsu could clearly read all the emotions that Matilda was experiencing.

Rage.

Disbelief.

Grief. Through it all, Matilda screamed out her sorrow and loss.

"You killed them! You killed all of them! The Angel Slayers, my mother and now you've taken away the last thing I had left!" Natsu listened to her screams in silence. It was meant as respect for what she had lived through but Matilda took it as acceptance and approval of what had happened. Her magic power grew in intensity.

"I'll fucking kill all you other Slayers and I'll have Gray Fullbuster do it for me! I'll have him kill all of you pathetic Fairy bastards then let him realise what he's done! Let's see how he likes his family dead! This is revenge for the Fire Angel Hestidiel!" Natsu growled from his throat, deep and feral.

"Gray would never kill anyone! You've got it wrong!" Matilda's eyes narrowed with inconceivable fury.

"I smelled him! He smells like the man who murdered my mother! Don't you fucking dare tell me it wasn't him!" The Angel Slayer's magic power once again grew exponentially. She clapped her hands together as if in prayer. Slowly, she brought them apart and a small translucent purple orb floated in between her palms. Natsu tensed and crouched as he anticipated the attack. This was undoubtedly her last attempt. She would have no more magic to call upon after this. Matilda let out a cry of rage as the purple orb expanded to encompass Natsu and herself. The Dragon Slayer looked around in caution as the spell neared him, not knowing what to expect of the attack.

"Angel Slayer Forbidden Art..." Onyx eyes widened in shock. Forbidden Art?

Fuck is that...?! Natsu didn't have time to complete the thought before Matilda's voice cut through the silence like a sharp blade, announcing his doom.

"Fallen Angels' Endless Onslaught."


(1)Ocean Splitting Torrent

(2) Heaven Shaking Lightning

So, we got a little more insight on Steven and Matilda and I hope you enjoyed this chapter! Leave me a review if you have time! ^^

Next Chapter: Battle's End