Everyone from Fairy Tail headed out to Phantom's guild. Natsu and Leora broke the door with their fists. Leora wore a black tank top to cover the mark on her stomach. "WE ARE FAIRY TAIL!" yelled master Makarov as everyone entered into Phantom's guild.

Natsu and Leora were the first to attack the Phantom's guild members. "Anyone will do! Bring it on!" yelled Natsu angrily. "We'll kick all your asses." continued Leora. "Don't get carried away you punks!" one of the Phantom's guild member yelled. Everyone else started attacking as well. "Take them down!" Both Fairy Tail and Phantom Lord started attacking each other. "Get master Makarov!" another one of Phantom's guild member yelled.

Master Makarov transformed into a giant and smashed a few of the Phantom's guild members. "Monster!" one of them yelled. "You bastards brought the fight to the children of that monster. Don't even for a second think you'll be protected by human laws. Jose! Show yourself!" yelled master Makarov angrily. "Where?! Where are Gajeel and the other members of element 4?!" yelled Erza as she attacked the other Phantom members.


Gajeel stood on railings in the ceiling and looked at the battle below. "Gi Hi. So that's Erza the Titania. Laxus and Mystogan are sitting this fight out, huh? What a mockery. The brat I beat up even joined in. Still, I can't believe how well everything is following Master Jose's plan... Rampage to your hearts' content, you lowly scum..." said Gajeel evilly.

"Who's a lowly scum, you bastard..." said Leora as she landed a few feet away from Gajeel. "Waiting for the master to leave so you can wreak havoc, isn't it?" asked Leora as she cocked her head to the side and stared at Gajeel angrily. "Gi Hi. Good job on keeping yourself alive, brat." said Gajeel.

Both of them stared at each other. As soon as master Makarov left the place to search for Phantom Lord's guild master, Jose, the two of them clashed. "Iron dragon's club!" "Fire dragon's claw!" Both of their attacks sent each other flying the opposite direction. Everyone else had stop to see what was going on. "Hey! Gajeel got pummeled?!" "First time I've ever seen that."

Both Gajeel and Leora got up at the same time and dusted their clothes. "I thought you were a steel dragon slayer." said Gajeel. "I am, but I'm also a fire dragon slayer." said Leora as she lit up her hands with fire. Leora charged forwards and attacked Gajeel, but he easily blocked it by transforming his hand into iron. "Gi Hi. your fire's useless against my iron." said Gajeel. "Then I'll change. Steel dragon's whip!" yelled Leora as she kicked Gajeel to the side. Everyone was shocked. Never had they seen Leora used steel dragon slayer magic. "Steel?!"

Suddenly, Leora noticed someone falling from the second floor and immediately realized that it is master Makarov. She quickly jumped up and grabbed hold of him before landing back down. "Gramps! What's wrong?!" asked Leora worriedly. The others quickly hurried to where Leora was. "My magic power..." said the master weakly. "Master! Stay with us!" yelled Erza. "What's going on?!" asked Cana. "This can't be! I can't sense any magic coming from him at all!" said Gray. "Wait, you mean he's just an ordinary old man now?!" asked Elfman. "How?!" asked Happy, tears coming out of his eyes. "Gramps! Pull yourself together!" yelled Natsu. "Impossible. How could gramps be beaten." said Gray. "Just what happened up there?" asked Elfman as he looked up to the second floor.

"What a wet blanket... And things were just getting good, too..." said Gajeel, disappointed about his fight with Leora had to be stopped. "Their master's been beaten." "For real?!" "Hey!" Yeah!" "Hear thar?! We can beat them!" "They're only at half strength now!" "And we got Gajeel and Element 4 here!"

Erza heard the Phantom member's conversation. "This is bad" thought Erza. The Phantom members were now charging at the Fairy Tail members and attacking them. Fairy Tail was in a deep pinch. "Retreat! Everyone back to the guild!" ordered Erza. "What?!" yelled Loke. "No way" yelled Gray. "A real man never retreats!" yelled Elfman. "I can still fight.." said Macao as he used his powers with the help of Cana holding him up. "So can I, Erza." said Cana. "No, we don't stand a chance against Jose without our master!" yelled Erza. "Retreat! That's an order!" Everyone from Fairy Tail started to retreat from Phantom. As everyone retreated, Natsu heard Gajeel and one of the Element 4 saying that they'd captured Lucy before they disappeared. "Lucy's been captured..." said Natsu. "HUh?!" said Happy.

"Retreat! Fall back!" yelled Erza. "Don't be stupid! We can't just retreat now! We have to get revenge for Leora!" yelled Gray as he prepared another attack. Erza stopped him. "Please..." said Erza desperately. "Erza..." said Gray. "Retreat is our only option now... The hole left by master is too great!" said Erza.


Natsu managed to rescue Lucy back from Phantom. It turned out that it was Lucy's father who ordered Jose to get Lucy back. Master Makarov was being treated by Porlyusica. Leora hit the wall angrily.

"How can they do this to gramps?! Damn it!" yelled Leora as she hit the wall again. "Calm down, Leora. He's being treated right now." said Gray. "But..." said Leora. "Gray's right. Calm down, Leora." said Loke. "Fine..." said Leora.

"No good! I can't tell where Mystogan is!" yelled Cana in frustration as she threw her cards. "Oh. That's too bad..." said Mirajane. "If they're after Lucy, then they'll attack again. We have a lot of injured people too. This is bad..." said Cana. "The master is seriously hurt and we can't find Mystogan. You're our only hope now... Laxus." said Mira. "Huh?!" said Laxus angrily. "Please, come back. Fairy Tail is in trouble." pleaded Mira. "Man, that old geezer's pathetic!" laughed Laxus. "It's not my problem. Deal with it yourselves." "Hold on, Laxus!" yelled Cana. "It's true, though. The geezer started it. Why should we have to clean up his mess?" "They're going after Lucy! One of us!" said Mira. "Huh? Who's that?" asked Laxus. "Oh, you mean that newcomer? Tell her I'll consider helping her if she'll be my women!" "You're unbelievable!" yelled Cana. "Hey, now. Is that how you act when asking someone for something? Also, tell the geezer to step down already and make me the new master." laughed Laxus maniacally. Mira was about to break the lacrima but Leora stops her by putting a hand on her shoulder.

"You don't have to come here, Laxus." said Leora. "Huh?" asked Laxus. "Gramps started it all because of me. I got beaten up by Gajeel. It's my mess so I'll take full responsibility." said Leora. "But Leora..." said Mira. "That's because you used Transfer on them! You know you're not allowed to use it!" yelled Cana. Laxus was taken back by Cana's words. Leora had used the forbidden spell. "I've said it before! I'll protect this guild and everyone in it!" argued Leora. "This time I'll definitely do it! I'll take down Phantom Lord!" yelled Leora. "Don't use the forbidden spell again." said Laxus. "But..." said Leora. "Don't." said Laxus seriously. "Okay." said Leora. "And don't get killed." said Laxus. "I won't. See ya, Laxus." said Leora as she disconnected the lacrima.

Suddenly, Leora heard movement outside the guild and sensed danger. "Something's coming!" yelled Leora as she rushed out of the guild. Everyone else followed behind Leora as they felt tremors. There, outside the guild was a giant walking guild in the middle of the lake. "I never anticipated that they would attack like this!" said Erza shocked. Phantom was loading a cannon and aiming it straight at Fairy Tail. "Not good! Everyone get down!" yelled Erza. As the cannon charged, Erza immediately went forward and requipped into her Adamantine armor. "I won't let you harm the guild!" yelled Erza.

"Don't tell me she's going to take the blast herself!" yelled Bisca. "Not even armor as powerful as that can withstand it!" yelled Alzack. "Stop, Erza! You're gonna die!" yelled Wakaba. "Get down!" ordered Erza as she prepared herself to take the blow. "Erza!" yelled Natsu as he was being held down by Gray. "Natsu! All we can do is have faith in Erza now!" yelled Gray.

Phantom fired the cannon. Erza used her shield to stop it. Erza managed to stop it but her armor had cracked into pieces. Leora grabbed onto Erza and shielded her from the force of the blow. "Erza, are you alright?!" asked Leora as she gently placed Erza onto the ground. Erza struggled to move.

"Neither Makarov nor Erza can fight now." said Jose through a loud speaker. "Victory is now beyond your grasp. Hand over Lucy Heartfilia. This instant."

"The hell with that!" yelled Alzack. "What guild would just hand one of their members to the enemy?!" yelled Bisca. "Lucy is one of us!" yelled Macao. "Yeah! Yeah!" yelled the other guild members. "Hand over her." ordered Jose.

Lucy felt horrible for what she brought to the guild. She intended to hand herself over to Phantom, but stopped when she heard hat the others said. "We would rather die than betray one of our own!" yelled Erza furiously. "Our answers won't change, no matter what! We're gonna destroy all of you!" yelled Natsu. Tears started to fall on Lucy's face. She was trying really hard to control her tears.

"You have fiteen minutes until it recharges! Tremble in fear!" yelled Jose angrily.

"What?!" said Elfman. "The Jupiter..." said Cana. "He's gonna fire it again?!" asked Loke. Erza tried to stand up but failed miserably. "Erza! yelled Mirajane worriedly. "Erza! Damn... Even Erza barely managed to stop one blast from it!" said Gray.

Jose released his shadows puppets. "Prepare to witness hell, Fairy Tail. You've only two choices left. Be destroyed by my soldiers, or be eradicated by the Jupiter!" yelled Jose. "Unbelivable! He'd kill his own men with the Jupiter too?!" asked Macao, shocked. "H-He's bluffing! He won't shoot!" said Wakaba. "No, he will." said Cana. "Those are Jose's "Shades". They're not human. They're phantom soldiers of his own creation. We have to do something about the Jupiter."

"Fifteen minutes? That's a long time." Everyone else turned to the one who said that. Leora was holding a lot of irons and matches on her hands. "Are you crazy, Leora?!" yelled Cana. "What are you going to with those?" asked Macao. "Natsu, light them up." said Leora. "Ah." said Natsu but he didn't had a clue of what Leora was going to do. He lit up the matches with his fire. "Thanks, Natsu." said Leora as she began to eat the fire and the irons. Everyone was shocked. "Oi, Leora. Don't kill yourself!" yelled Gray worriedly.

"I'm alright, Gray. I'll take down Jupiter myself!" yelled Leora. "But even Erza could barely stop it!" yelled Loke. "I promised to protect this guild and I will. Everyone here's my family. I won't let anyone harm them!" yelled Leora as she lowered her body and got into a stance. "Steel fire dragon's roar!" The attack Leora used was powerful enough to destroy the Jupiter. Everyone was stunned. "Yes! I did it! Natsu, it's your turn now! Blow up the entire guild!" yelled Leora. "Ah! Leave it to me!" yelled Natsu as he rushed off to Phantom's guild. "Let's go, Happy!" "Aye, sir!" yelled Happy as he flew behind of Natsu. Gray and Elfman also followed Natsu to the building.

"Good luck, you guys..." said Leora as she started to fall backwards. Loke caught onto her before she could touch the ground. "Hey, are you alright?" asked Loke worriedly. "Ah, I'm fine, Loke. It's just that that last attack took a lot of magic." said Leora. "Of course it did. That was one hell of an attack." said Loke. "Hahaha." laughed Leora weakly. "Loke, do me a favour. Look after Lucy." Loke hesitated for a moment before nodding. "Thanks. Well, see ya." said Leora before losing her conscious. "Hey, Leora!" yelled Loke.