Smoke was rising as the aftermath of a battle. The super rookie, Uwe Blitztank had already left the sight leaving Gajeel alone. From afar, or above to be precise, the person who was carefully watching left out a sigh.

"What a fool..."

Those were the words that escaped his mouth. He was floating above Magnolia where he had a good view on all the fighting that was going on. The saiyan crossed his legs and arms while closing his eyes. The wind was silently increasing its intensity while going through his hair, causing it to swing in many directions. Using his right arm, he tried to fix his hairstyle. After that, he looked down once again.

"Only a complete idiot would let his guard down in the middle of a battle. He had it coming."

For him, who took battles dead serious, it was a disgrace. Especially after Gajeel initially overpowered his opponent. While his disappointment was getting the better of him something suddenly struck in his mind. He widened his eyes and turned his head.

"Interesting… Someone's power level has just risen significantly."

"W-What are you!?"

Elfman's voice resounded through the area. Behind him his sisters both widened their eyes and mouths. Jama, who started a Take-Over none of them had seen so far appeared before them. Moments ago the crimson sphere that had enveloped him broke to little pieces and out came the transformed mage. Levitating from the ground, he donned the appearance of a terrifying monster. His body completely changed its constitution, to that point that there wasn't any visible resemblance to his human form. In this current state he was very tall, around 6 feet and 9 inches. His whole body was plated with a black one piece armor, black metal gloves, black steel greaves and a matching steel helmet that covered the upper parts of his face obscuring his sight and his hearing. It also covered the back of his head. The only thing that was escaping from the helmet was his long crimson hair that was fluttering in the wind. Oddly enough, even his hair seemed to have grown. The scariest part about him however, was the lower part of his face. His mouth and jaw to be precise. The reason was because they were skeletal. Not a single piece of flesh was covering it. His long white teeth and strong jaw were completely exposed. To make it even creepier, either side of his face was decorated with a long goat-like horn where his mouth was ending. Slowly, the creature was descending. When his feet touched the ground he turned his disgusting face to the Strauss siblings.

"Demon Soul…"

Small beams of sweat were forming on Elfman's forehead. This transformation caught him off guard completely. But his words shocked him even more.

"D-Demon Soul? Mira-nee what is this?" Lisanna broke the silence. Turning her head to face her sister, the youngest sibling noticed Mirajane's expression. Even as the most experienced of them, she still wasn't sure herself. However the one thing they all had in mind was that it had to be similar to Mira's Satan soul.

"Your faces seem to indicate that you are impressed. As grateful as I am, pretty girls really shouldn't make faces like that." Jama spoke.

His voice made them regain their composure and now all of them changed their expression to a sterner one.

"How did you achieve a transformation like that?" The S-class mage asked. Jama, upon being questioned lifted his right arm and glanced at it. His emotions were hard to read since he didn't have a face, but his mood was made apparent when an evil lough escaped his mouth.

"Hahahaha! Kentaro's creatures sure are something else. I'm amazed at just how disgusting I am right now." He used the hand that he was looking at and covered his head with it.

"Kentaro?" Elfman, Mirajane and Lisanna gazed surprised at their foe as they heard an unfamiliar name. Soon, Mira approached her brother who was still in his beast soul. With a slight pat on his shoulder she gained his attention.

"Elfman. He seems stronger than we thought. Let me and Lisanna help you out." Hearing his sister's voice he turned towards Lisanna to look at her. She replied to his gaze with a confident nod. Both of them were ready to intervene. Elfman however, just quietly turned his attention back to the demon in front of him.

"No nee-chan. I staked my pride as a man when I said that I'll punish him. Sorry, but I'll do this alone." With those words he started walking forward, approaching his enemy. Initially being surprised, Mirajane quickly shrugged it off and smiled. Lisanna was soon to follow. This was just like him. However they couldn't help but worry about him.

"You're still persistent. Well… It's okay I guess. It works for me." The red haired demon casually said. While Elfman made his stance and readied himself, Jama remained in his carefree state. The Fairy Tail mage wasn't too happy about his opponent's indifference.

"Bastard, you're taking me lightly. AS A MAN I WON'T ALLOW IT!"

The white haired beast leaped forward having previously raised his enormous claws ready to strike down. While approaching Jama, the white haired clenched his right fist and struck it at the opposing mage. Dust from the previous battle rose from the impact and covered the two of them completely. Mirajane and Lisanna both had to guard their eyes as the dust started to slowly reach them. As the dust was fading both sisters started to slowly open their eyes, and when they did a sudden moment of shock caused them to widen their eyes considerably as small beams of sweat started to fall from their faces.

"That's it? Geez… Where did that false bravado from a moment ago come from I wonder? Cause to me, you don't really seem that powerful." In front of them Jama was standing at the same spot he did before Elfman went to attack. A simple push from the palm of his right hand was all the defense he needed. The Fairy Tail mage started gritting his teeth out of frustration and jumped back readying himself for another approach.

"AAAARGH!" With a loud shout he jumped high and raised his arms above his shoulders. There, he intertwined his fingers forming one large fist ready to have another go at the demonic presence before him. As he was falling he shifted his weight to his shoulders and struck down.

"Huh!?"

However before his attack could connect Jama completely disappeared from his side. With Elfman now confused Jama reappeared just slightly above him with his knee ready to make a blow. His knee connected with the white haired's chin and catapulted him to his back. As if this wasn't enough, the demon landed with both feet on Elfman's stomach causing the latter to cough out saliva. The crimson haired then proceeded to crouch down as to approach his opponents head.

"Goodness. And here I was worried about having to face Fairy Tail. Turns out it was all for naught." Jama quietly whispered to his opponent. Elfman started growling loudly as a reaction to those words. He was infuriated.

"Bastard! I won't allow you to badmouth Fairy Tail!" As he screamed those words, Elfman pushed the demon away from him and jumped straight back to his feet.

"You can do it Elf-nii chan!"

"We believe in you Elfman! Show him what being a Fairy Tail mage is all about!"

Loud cheers were heard from the corner. Lisanna and Mirajane were both trying their best to cheer their brother on. Sweat was visible on their faces as well as their concerned looks, but nevertheless they were giving their all to support their sibling.

"Beast Soul: Weretiger!"

Elfman once again chose to change his appearance. This time his beast soul was replaced with another variety. In this form his legs gained a structure similar to a feline, with his toes sprouting sharp, dark claws, not unlike those appearing on his fingers. He retained a toned and muscular physique, which, aside from the front part of Elfman's torso and the back parts of his legs, was largely covered in a series of dark spots. He also gained a long, messy and dark mane similar to a lion's topping his head, which sprouted a large, dark feline nose and large fauces lined up with sharp teeth. Thick, light fur decorated his lower face. A mildly long, spotted feline tail ending in a dark tuft sprouted from his lower back. Once transformed, Elfman didn't waste a single moment. He crouched down on all four of his limbs gaining some momentum and then leaped forward. He outstretched his fingers showing his large and sharp claws. His speed improved considerably as he shortened the distance between himself and Jama in a mere moment. However…

"You'll have to do better than that."

Jama was holding onto his claws thereby making him unable to approach. The Fairy Tail mage was putting all his strength into his push but was struggling. His opponent was handling everything with little effort. For a moment Jama let go of him only for Elfman's face to meet with the Rusalka mage's elbow. The beast lost his footing and started to fall. Before he could fall on his back however, the crimson haired went for an attack of his own. He clenched his right fist and moved it back to be at the same level as his shoulder and then unleashed it.

"Guuuhhhhh…"

Elfman coughed out blood as Jama's fist connected with his face. As the white haired landed face down on the concrete a large crack started to form on the floor from the impact.

"Elf-niichan!"

Lisanna left out a loud cry as she saw her brother being pounded by his opponent. Mirajane was gritting her teeth and sweating. She couldn't keep calm and was a just a little push away from interfering with the battle.

"Stay where you are Nee-chan I got this!"

Her approach was stopped by her stumbling sibling who was struggling to regain his footing. When he did, he let out a loud scream of frustration and resumed the battle.

"Beast Soul: Belcusas!"

The Fairy Tail mage changed his form once again. Now he was fighting as Belcusas the Thunderclap, an enormous, heavily-armored and physically powerful creature that Rustyrose imagined into existence to fight on his behalf when battling against Evergreen and Elfman.

"You can transform all you want. It won't do you any good. You simply lack the power to face me. Again and again I will show just how futile every one of your attempts are. "

Jama lashed out on his foe and went to strike him down. Before the Strauss sibling could react, the crimson demon already struck with a sharp kick to his head. As a follow up he punched him right in the gut. Then he grabbed him by his throat and raised him above his head choking him all the while.

"You should stay down. You boast about being a man, but let me ask you this. What kind of man would get himself bet up while his sisters are watching?"

"AAARGH…GRRR...Bastard…"

Elfman tried to respond but found it hard to do as his larynx was being crushed by his opponent. After taunting him for a while Jama simply threw him to a nearby wall. The white haired's transformed body hit the wall causing it to break.

"ELFMAN! You don't have to push yourself! Let me and Lisanna help you!"

Uneasiness grew between the Strauss sisters as they had about enough. Lisanna was already starting to shred tears begging her brother to stop.

"AAAAAAARGH!"

Another roar erupted from Elfman's mouth as he raised his body from the rubble. He was now in his Lizardman form. His muscular figure was almost completely covered in scales, some of which, lined up, seemed to be particularly large, protruding and sharp. The only parts seemingly left bare were the front section of his torso and the palms of his hands. His fingers grew sharp, dark claws, similar to the ones sprouting from his toes, which became much more massive and stocky, also changing in placement thus making Elfman's feet similar to a reptile's rear legs. His hair was replaced by a long, messy and spiky light mane topping the top part of his head and extending to his middle back. Elfman's head itself gained reptilian features, becoming stubbier, losing a visible nose and gaining a large, protruding plate in correspondence to his forehead, topping his eyes.

"A lizardman? Huh, I see. You think that your hard scales will protect you from my attacks don't you? Hahahaha…. Not a bad idea, but I've got more tricks than just my strength."

Jama raised his right arm and stretched it so his palm faced Elfman.

"Death parade!"

With his shout a red aura started to form around Jama's hand. An ominous wind started to blow as the air around them started to grow heavy. The sunny sky suddenly turned gray and cloudy. Something looking like dark, black holes formed around Elfman's legs. Crimson static was coming from them.

"W-What is this!?"

The lizardman's voice sounded nervous as he was left wondering what his foe was about to do. Mira and Lisanna started frantically looking around just to try and grasp the situation there were in now. The static started growing and intensifying.

"You'll understand in a moment…"

Jama said quietly and with his words the aura around his arm disappeared. For a moment, nothing was happening. The Fairy Tail mages were just silently waiting for the things to come, trying to be as mentally prepared for it as they can. Then…

A crimson skeletal hand came out of the hole and grabbed Elfman by his leg.

"W-What is this magic!? W-What did you do?"

Elfman was shocked by the development. He was rapidly moving his leg trying to shake the hand off. However, as he was doing that another hand jumped out of another hole and grabbed him by his other leg. Soon more and more started coming out grabbing him, slowly climbing on him. After the hands, the skeletons heads came out. A terrifying scene was unfolding.

"G-Get off of me!"

Elfman was focusing all his strength into throwing them off, but it was futile. Their grips where too strong for him. Soon he lost his balance and fell on his back as the fiends started pulling him towards them. The crimson static transferred to the lizard man, electrifying him. Screams of pain were escaping from his mouth as he was edging closer and closer to his demise. Soon his transformation ended and he was seen in his normal, human form.

"This is the end of the line."

Jama was confidently gloating as he was watching Elfman's body slowly disappearing in the holes he created.

" ….I'm sorry…"

"Soul Extinctor!"

Suddenly a loud feminine voice was heard. The crimson demon quickly turned around but was unable to defend against the large black-purple beam that was shot towards him. The beam generated a devastating explosion causing nearby buildings to collapse from its force. Huge smoke rose as a result of that. As it cleared, Jama was slowly getting up to his feet. He was visibly affected by the previous attack. Cracks formed on his armor and parts of it completely fell off. Now his exposed torso could be seen. Purple, rotten flesh had been covered by his armor. Bits of it were even falling down. He raised his head and glared at the person responsible. There, Mirajane was standing in her Satan Soul: Halphas form. Mirajane grew horns made of long sky blue scales, extending backwards to a pointed edge, the horn's scales also extended to form a pattern on her face. Her ears, hidden behind her horns, became pointed upwards reminiscent of that of elves. She gained similar scale-like skin covering on her forearms and hands as well as on her legs and she grew a large, sky blue, stocky and seemingly aquatic tail. Finally, she grew two sky-blue wings composed of numerous spiky scales that were pointing upwards.

"You gave it your best Elfman, there's no need to apologize. Now rest until I take care of everything."

"Sand Buster!"

A large sand tornado was released picking up everything that was in its way. Numerous painful cries were heard across the site of action as people were seen being sent flying. All of them were wearing the black cloth which meant that they were part of Rusalka.

"Watch out!"

More and more of the mages were being blown away as the sandstorm was picking up. At the starting point of the attack, a certain Celestial Spirit was standing. He was a relatively tall, lean-built, dark-skinned man with short hair that was red on one side and white on the other. His tail had the appearance of a large gun that was shaped like a scorpion's tail and had the word "Antares" written on it. He was shirtless, but had a flower shaped collar that was red and trimmed with gold around his neck. He had a red sheet-like material around his waist that was kept up by his large belt that had the Scorpio symbol on it. He wore black shorts, and had bandage-like material wrapped around his arms and legs.

"We are!"

The man folded his middle and ring fingers back while keeping his index and little fingers extended, mimicking the pincer claws of a scorpion.

"Nice Scorpio!"

Running at a steady pace, Lucy was advancing through the flocks of mages that tried to block her path. Many magical beams were being directed at her as the Rusalka mages didn't want to let up.

"Don't let her escape!"

Loud shouts were being emitted from one of them as he was chasing after Lucy. He pointed his hand at her while running and directed a beam at her.

"Sand Wall!"

Scorpio summoned forth a large amount of sand to protect Lucy from the incoming attack. The beam just hit the wall and vanished in it before it could pierce it.

"Open! Gate of the Archer!"

"Sagittarius!"

The blonde took one of the keys on her waist and summoned forth one of her spirits. He was a tall, black-haired and lanky man sporting a horse costume. Horse costume aside, Sagittarius's attire consisted of a green shirt with yellow trims followed by a red and yellow pair of striped pants and purple frills. His weapon of choice was a large bow fastened to his back by a red strap along with an equally large quiver.

"Did you call? Moshi Moshi."

"Sagittarius! Take care of those guys over there!"

As he was ordered the spirit quickly took out three arrows and placed them in his bow. With a quick release the arrows flew towards their destination hitting some nearby wizards. He kept firing more and more arrows showing his prowess as an archer as he hit all his targets with incredible accuracy. However, even with two spirits fighting for her, Lucy's enemies just kept increasing in number surrounding them. Scorpio and Sagittarius kept pushing down the approaching mages but some still managed to slip past them and head for Lucy.

"You're mine now!"

One of them came dangerously close to her as he was a simple grasp away from catching her.

"Etoiles Fleuve!"

But before he reached for her, Lucy took out the handle that was adjusted to the other side of her waist and struck diagonally with it. Out of nowhere a jet of flowing water was created while remaining compact. The shape now resembled a whip. Her weapon connected with her foe striking him right on his chest.

"AAAARGH!"

The mage that was struck left out a painful cry. And soon, more were to come as the celestial mage started continually striking with her weapon at the wizards that managed to escape Sagittarius and Scorpio.

"There's just no end to them!"

Sweat was falling from the blonde's forehead as she was gradually losing stamina. The fact that she had two celestial gates open only further increased the output of magical power from her body. Soon she would run out of it completely.

"This looks bad..."

With one eye closed and heavy panting she continued swinging her weapon. With every foe that fell a good portion of her strength dropped as well. Even her spirits noticed the fluctuations in the magical output from her body. So much that they were turning their attention more and more to Lucy instead of the incoming enemies.

"You're wide open!"

Using the opportunity a wizard quickly approached the distracted Scorpio and landed a blow on him with a charged lacrima.

"We aaaaaare!"

Having been hit, the celestial spirit quickly disappeared back to the Celestial spirit world. Lucy turned her head where Scorpio once stood and made a shocked facial expression. Soon she had to turn again as the sound of her other spirit disappearing could be heard. Now the tables turned on Lucy completely as she had lost all the offensive power she had. Confident laughs resounded through the area as the grinning army approached the lone girl. The celestial mage was walking backwards until her back hit a wall. She had nowhere to run. Her magical power depleted and an opponent who completely outnumbered her. Things certainly didn't look in her favor. Scared, she closed her eyes waiting for the inevitable.

"Fire Dragon's Iron Fist!"

A familiar voice woke her up from her desperation and caused her to open her eyes. Right before her, the group of mages that troubled her were being engulfed in flames.

"Luuuuuuucy!"

From the skies Happy, the blue cat flew towards Lucy while calling her name. Having seen him approaching, Lucy made a happy grin and returned the call.

"Happy!"

While the two of them were conversing, out of the flames a certain pink haired mage appeared. A serious expression was visible, some might say that there was a slight bit of annoyance there as well. As soon as he showed himself the opposing wizards all froze from shock.

"T-THAT'S NATSU DRAGNEEL!"

Having recognized the fire dragon slayer, the group of mages started frantically running away from the spot. Fear engraved in their hearts, they trampled on each other in the hope of escape. However, Natsu had other plans for them.

"Fire Dragon's Roar!"

He started inhaling a large portion of air gathering all the magical energy he felt was sufficient. And then, he released a large stream of blazing hot flames from his mouth. The heat that extended through the area made everyone loose a sweat as well as heathen the atmosphere. Even the air was so much effected that everybody in the vicinity had trouble breathing. His attack immediately took out the remainder of the Rusalka mages, causing the street of Magnolia to melt at the same time.

"Bring it on! I'm getting fired up!"

Natsu made a confident grin and started cracking his knuckles itching for a bout.

"Natsu….You already beat them all"

Happy turned to his friend and explained him the situation while slightly face palming.

"Whaaaaaat!? That all?"

The pink haired made a comical expression as he lowered his jaw. However, he soon regained his calm. And when he did, he turned his head and looked at Lucy. With a simple smile, and while putting his right hand behind his head, he greeted her.

"Yo Lucy!"

A warm smile decorated the face of the celestial spirit mage.

"Natsu…"

A nice atmosphere started to build as the two Fairy Tail mages gazed at each other. An atmosphere that was bound to be broken by Happy.

"Jeez Lucy where did you run off to? Natsu and I have been looking for you all day."

The cat made an annoyed expression while looking at the blond. She however, turned to Happy surprised.

"You were? Why?"

"We sure were. We wanted to go on a job with everyone but you weren't there. So Happy and I went searchin' for ya'."

Natsu was the one to answer. He put both of his hands on his hips while talking to her.

"Jet and Droy said that you went to the book store with Levy, but when we went to look, you weren't there. Jeez, I gotta give those bastards a beating when we go back to the guild."

The pink haired clenched his right fist remembering the shadow gear duo. Having heard Natsu mentioning Levy, Lucy couldn't help but wonder about her friend. Even if one the six super rookies stayed behind with her, she still felt some uneasiness after witnessing the opponent's numbers.

"Hey Lucy! Now that I think of it what happened? Who are those guys?"

"No kiddin'. The streets are full of guys like these. What's happening?"

Her thought was interrupted as Natsu and Happy started seeking answers. Momentarily her mood changed to a more serious one as she narrowed her eyes.

"This is serious! Magnolia is being attacked by wizards!"

"WHAAAAAAAAAAAAT!"

Both the dragon slayer and the exceed widened their eyes from the shock and called out at the same time.

"It's true. Levy and I split up to cover more ground. We met one of those super rookies we read about this morning and he stayed behind with her."

"WHAAAAAAAAAAAAT!"

Their reaction didn't change. Looking at the two of them dumbfounded, the blond started to grow annoyed.

"COME ON, SNAP OUT OF IT!"

A loud shout from Lucy struck the duo as a surprise. Natsu started rubbing his ears feeling the decibels of Lucy's voice hurting his eardrums.

"Ya don't have to be so loud you know."

Natsu grumbled at the blond. With a slight sigh, the celestial spirit mage regained her calm.

"But why would an army of wizards attack our town? It doesn't make any sense."

Happy voiced his concerns.

"I don't know. But the city people said that they are challenging Fairy Tail…."

As soon as she said that Lucy saw Natsu slamming his fist into a nearby wall. Shocked, she looked at her guild mate in confusion.

His face was slightly shadowed by his bangs but his eyes were still clear to see. They were as wide as they could possibly be. A big vein popped up on his face and he started gritting his teeth.

"What did you say?"

"Natsu…"

"Those scumbags… I'll show them what happens when you pick a fight with Fairy Tail."

His fists were set a blaze as he was speaking. With each passing moment the flames grew bigger and hotter. Happy and Lucy started sweating, both from the heat and the atmosphere the pink haired was omitting.

"BRING IT ON!"

The dragon slayer turned towards the sky and shouted with all his might. It was so loud that the two persons he was with had to cover their ears from the noise. When the loud noise stopped however, both Lucy and Happy smiled at the hotheaded mage.

"You're right. They have no chance against Fairy tail!"

Feeling the confidence flowing through her body, the celestial spirit mage lifted her fist and jumped in her spot. The blue cat joined her with one his signature "Aye" 's.

As they were standing with their newfound confidence, a sound tickled the pink haired's ears. Natsu suddenly turned around. He narrowed his eyes and set his fists a flame.

"Someone is coming…"

And truly, as soon as Lucy turned around as well and focused her attention, she started hearing footsteps. Happy spread his wings and raised himself just above Natsu's head. Lucy placed her right hand on her key holder and prepared herself to summon one of her spirits if the need were to arise. Looking carefully, a person started visualizing. The person had blue hair and was wearing orange clothes. As she stared getting a clearer image, the blond felt something odd. It was as though she knew the person.

"I don't know who you are, but I'll punch you right in the face!"

The pink haired started pacing at the approaching figure. Seeing his reaction and realizing who the person was, Lucy quickly jumped forward and shouted.

"Natsu wait!"

Having heard her voice, Natsu stopped and turned his head to the blond's direction. She opted not to say anything but simply point her finger at the figure. As the person was getting closer it was getting apparent who it was.

"Levy-chan!"

Lucy called out to her friend and started running towards her. Natsu and Happy were soon to follow.

"L…ha…ha…L-LL-L-Lu-chan…"

Levy was panting severely and fell to her knees from exhaustion. As soon as she stopped running all of her attention was redirected to trying to breathe in as much air as possible. She must've been running for quite some time as she was soaked with sweat and her dress was dirtied.

When she reached her, Lucy crouched on her knees to be at the same level as Levy and put her hands around her shoulders. She tried to be as gentle as possible seeing the condition she was in.

"Levy-chan! What happened? Why did you turn back?"

The celestial spirit mage was full of questions but her blue haired friend simply didn't have the strength to answer. Natsu and Happy both looked worryingly at their guild mate. Levy however, only managed to say one word.

"G…ha…Gajeel…"

"Gajeel? What about Gajeel?"

Happy asked confused.

"G-Gajeel is in trouble…"

The Fairy Tail mage's words caused Natsu, Lucy and Happy to look at each other. With question marks in their minds, they failed to see where Gajeel fitted in the story.

"Take a breath Levy-chan. Calm down."

The blond urged her friend. A few moments of silence followed. The trio was patiently waiting for the blue haired to regain her calm. After a minute or so, when Levy slightly calmed down, Lucy looked at her and gave her a small nod.

"We were tricked."

"How do you mean?"

"Uwe… he's behind all of this…"

"That guy from today? Wha….."

"I'M TELLING YOU LU-CHAN! UWE IS THE ONE WHO SENT THOSE WIZARDS TO ATTACK US!"

Lucy was suddenly silenced. Her eyes clearly depicting the impact of Levy's words. She was about to ask Levy something but Natsu's hand came in between the two girls. He narrowed his eyes and looked at the other side of the street.

"What is it Natsu?"

The blond turned to ask, but stopped when she saw another person approaching.

"Who the hell are you?"

"So this is where you were Levy?"

At the mention of her name, Levy turned around. And when she did, she froze. Cold sweat started coursing through her body, her legs started shaking frantically, a big lump formed in her throat…

Across the street a white haired, young male with pale skin was standing. He was wearing a blue coat with yellow markings on it. Without a doubt, it was Uwe Blitztank.

"No way…."

The blue haired, still stunned, had a hard time finding words. Lucy however, knew exactly what she was going to do. She quickly stood up and faced Uwe with a face filed with anger and determination.

"How dare you… I even left Levy in your care."

She was steaming with fury. Her focus solely on the super rookie. The white haired on the other hand, didn't bother answering.

"You're good at running Levy, but let's stop this pointless charade. You need to preserve your energy for what awaits you when you come with me."

"Gajeel… What happened to him?"

Slowly, Levy stood up. Her skin still pale from the previous shock, she confronted the man who was after her.

"You have more urgent things to be worried about. But if it will ease your anxiety, sure I'll tell you. Gajeel Redfox was defeated by me. The last thing I know was that he was lying unconscious in some corner of this garbage can you call a town."

Happy, Lucy and Levy were completely stunned by the revelation. The blue haired's eyes looked empty and soulless. A moment of complete silence had to pass before she could understand what she was told.

"Gajeel lost!? I don't believe it…"

The exceed took a step back and shouted in disbelief.

"You'd better believe it. He fell to….CRACK…"

Before he had the chance to finish, Uwe's face met with Natsu's blazing fist. The super rookie was sent flying, crashing into some nearby store that was coincidentally there. Sounds of glass shattering and concrete breaking resounded as the pink haired stood still. His action startled his friends. The mouths on all of them were wide as they watched the scene unfold in front of them.

"Natsu…"

All three of them said in unison. The pink haired however, stood in his place speechless. He was gritting his teeth aggressively, clenching his fists and looking at the place Uwe landed. Soon his whole body flared up.

"So you're the one who attacked our town?..."

He said in a silent voice. The temperature around him started rising enormously.

"I'll show you what happens when you make an enemy out of Fairy Tail."

He cracked his knuckles while facing his foe. An endless pit of rage could be read from his expression. From the rubble rose a staggered Uwe. He started wiping the dirt off his clothes. Then he raised his right arm and wiped a small trail of blood from his lower lip. Ending all his preparations, he simply looked at the fire dragon slayer. As soon as their gazes met, the battle became inevitable.

"EVERYBODY RUUUUUUUUUUUN! FORGET ABOUT THE MISSION! IF WE STAY HERE EVEN A MINUTE LONGER, IT WILL BE OUR LIVES THAT WE'LL LOSE!"

An atypical situation was transpiring on the east side of Magnolia. The aggressor, a group of at least 20 mages was frantically running from a single person all the while screaming in fear. On closer inspection however, it was clear why they would do so. The reason? The person chasing them was a certain woman.

"Your fate has been sealed the moment you decided to challenge us!"

The red haired beauty, and one of the few S-class mages Fairy Tail possesses, Erza Scarlet was swinging her sword ferociously at the running wizards. A cold, creepy sound was omitted as her steel blade was cutting through the enemies defenses.

"OF ALL THE PEOPLE THAT WE COULD'VE COME ACROSS IT JUST HAD TO BE TITANIA!?"

At the moment, the only focus the Rusalka mages had was getting the hell out of there. Their opponent's strength was so great, that instead of teaming up with someone, she opted to deal with the enemy forces all by herself. Wearing her usual heart kreutz armor she was advancing as quickly as a wind breeze, penetrating through the forces with little effort.

"Tell me! What is your goal? If you do, I might consider going a bit easier with your punishment."

The armored mage picked one of the fallen foes by his hair and proposed a deal with him. His face was all the answer she needed. Heavy panting, a face filled with fear and tears flowing from his eyes as he was bawling loudly.

Disappointed, Erza just threw the poor man to the side and continued what was starting to look more like a hunt than a counter attack.

Suddenly, one of the escaping mages stopped, causing his allies to look at him in disbelief. He clenched his shaking fists and started running in the opposite direction, towards the rampaging Fairy Tail mage.

"GET BACK YOU FOOL! ARE YOU TRYING TO GET YOURSELF KILLED!?"

One of the wizards shouted at the lone man who decided to face Erza.

"N-NO I WON'T! EVEN TITANIA IS JUST A HUMAN! IF I CAN BUY EVEN A SINGLE MINUTE FOR UWE-SAMA BY SACRIFICING MYSELF… THEN SO BE IT! RAAAAARGH"

His roar echoed through the empty street. The mage was running towards the red haired collecting all the courage his body could produce. For a moment, his teammates stopped their escape and looked at their friend's determination.

"Taro you…."

"FRIEEEEEEEENDS! HE'S RIGHT!"

"Yeah! Even if she's that powerful, it's no reason for us to retreat."

"I'm ashamed of myself."

"Heh, I bet if went all out, with our numbers, we might even be able defeat her."

"ALRIGHT! TURN BACK MEEEEEEN! EVERYTHING IS FOR UWE-SAMAAAAA!"

Out of nowhere, their spirits drastically rose. Feeling the effects of their comrade's courageous act, they filled the air around them with confidence. They lifted their fists and shouted their battle screams. After a simple turn, they all rushed to take out the S-class mage. When they looked forward….

"Weak…"

Erza was standing on top of the poor fool that challenged her. Her foot stomping his face, crushing his nose. It was an instant defeat. A simple strike from the tilt of her sword was enough to render him unconscious. She then averted her look to the rest. The red haired raised her sword and pointed its tip at the approaching wizards.

"So… Who shall be next?"

A gaze filled with bloodlust was pointing at the Rusalka mages. For a brief moment, they stood at their spots while making a dumbfounded look. Then they each looked at their nearest compatriot for a second and gulped.

"GET OUT OF MA' WAY IDIOT!"

The accumulated courage plummeted in a single second. It was hard to imagine that the rowdy men from a moment ago were now trampling on each other trying to escape once again.

"Cowards. I won't let you get away!"

And the chase began once again. This time Erza's task was made even easier because the frightened mob was taking out each other as they were advancing. Quickly, the S-class mage was coming closer and closer to them. She came within a grasps reach from reaching them. And when she did, she started attacking with her sword again. Her sight set at the nearest fleeing person. She jumped high with her sword ready to strike diagonally. As her weapon was about to connect, something caught her eye. In the midst of the running crowd a shadow appeared. Oddly, even though the Rusalka mages were running and the shadow seemed to stand still, it was still keeping up with them. As her gaze started fixating on the silhouette, something unimaginable happened. From it, countless eyes opened. It wasn't only on the head area. Even the torso and the limbs were filled with creepy eyes rolling. Shocked, Erza jumped back before hitting her opponent and landed a few miles away as the wizards were starting to get away. Looking back, the silhouette was gone.

As the mages were escaping, another person seemed to be heading in the opposite direction, bypassing them. He was an elderly man with short black hair and a mustache in the matching color. He had wide shoulders and was wearing the same clothes as all the people affiliated with Rusalka. From his muscular chest a dense wood of man hair was escaping. With small steps he was fearlessly approaching the Fairy Tail mage.

"Who are you!? Are you their leader? State your name before I pass judgment on you with my sword."

Taking her battle stance, the red haired narrowed her eyes and enquired the unknown man. The elderly man wasn't really fazed by her words. With a smile he continued closing the distance to her until he was only a few feet away. Then, he placed his right hand on his chest and, to Erza's surprise, bowed down to greet her.

"It's an honor to meet such an exquisite person such as yourself, Miss Titania."

"Don't think you can flatter me! I told you to state your name!"

A little bewildered, but slowly losing her patience, the S-class mage pointed her sword at the man across her and demanded his answer. The black haired man straightened up and looked at Erza calmly.

"There is no need for you to stress yourself Miss Scarlet. I had every intention of introducing myself. My name is Kentaro Saito. And those men you scared away were in fact under my care."

"So I take it you're behind this?"

"Please don't misunderstand. I was simply given the privilege to lead a few men that share the same beliefs as I. The belief that with this venture, our master's hopes will come true."

Kentaro was giving of the presence of a faithful believer, someone who unquestionably trusted everything his master spoke of. In the few words he spoke, his posture and the calm and composed sound of his voice, Erza saw that her foe was in fact speaking the truth. That he was more a sheep than he was a shepherd.

"You say your master? Who is he and why would you attack innocent people to try and bring us out? If he thinks that getting on our bad side was smart than I assure you that he's a fool."

"The aim of our effort was not to make an enemy out of your guild."

For a moment, the red haired lowered her weapon and looked at Kentaro confused.

"What did you say?"

"I'm sure that you've noticed Miss Scarlet. If our intention was to confront Fairy Tail, why didn't we simply knock on your guilds door and came charging at you? Instead, we attacked this town and its people. The reason for that is simple. What we wanted was to get your attention."

"Attention?"

"Yes. You see, while we are causing this ruckus, our master is busy getting ahold of a certain person. He initially intended to come to your guild all flustered, acting lost and asking for help. But luckily, he crossed paths with his target before he shoved his face to you lot. Our job in all of this was simply to make sure that all of Fairy Tail's strongest mages were scattered across the town and busy."

At that instant a small stream of sweat fell from Erza's forehead. She realized that they've been played completely. All this time they were dancing in their opponents palm like puppets on a string. But more than that, one part of his answer caught her completely off guard.

"Getting ahold of a person? What do you mean? Who are you talking about?"

Erza swung her left arm sideways as she was speaking. A hard glare was visible on her face as she was suppressing her anger. There were still things she needed to know before she could engage the man in front of her.

Hearing her out, Kentaro started scratching his chin. It seemed as though he was being reluctant about his next move. After a while of considering, he closed his eyes, took a deep breath and let out a sigh.

"I'm afraid I can't give you that information. But I'll tell you one thing. That person is definitely a part of your guild."

For a slight moment the red haired stood on her spot quietly. Kentaro's statement caused her to think for a bit. Carefully analyzing all the words he uttered so far she came to a swift a conclusion. And almost immediately, she felt a jolt of apprehension and anger rush throughout her body.

"LUCY AND LEVY!"

With a loud shriek she lunged at her opponent ferociously. Her nostrils flaring, her eyes as wide as they can possibly be and her pupils focused entirely on the Rusalka mage. All the anger she accumulated in the past few hours was gathered in that one swoop. With blinding speed she closed the distance between them and thrust her sword aiming for Kentaro's head. Amazed by Erza's speed the black haired staggered back, barely dodging the sharp sword. The sheer shock was enough to bring him to his back. Large sweat drops sliding from his forehead to his cheek, he was gazing at the weapon in front of him completely frozen and unable to move.

"Hurting our townspeople, destroying their homes, deceiving us and daring to hurt my comrades! The list of your wrong doings is a large one. It's time for you bastards to learn. THAT YOU'VE MADE ENEMIES OF THE WORST POSSIBLE GUILD TO PISS OFF!"

The face Erza made may well be one that Kentaro will never forget. Her eyes glaring at him as she scowled. The bloodlust he was feeling from them was something he never experienced before. He could literally feel her blade cutting through his throat, even though he was seeing it right before him. His body was shaking, his legs were numb and his throat dry. The black haired wasn't even hit, but he still couldn't manage the strength to stand up. A simple push would've been enough to make him beg for mercy. Slowly, he started breathing again as he was trying to forcefully calm himself down.

"You're a scary person Miss Titania."

Gasping, he was gradually regaining his composure. But he still couldn't get up.

"In a one on one fight I wouldn't have the slightest chance. However…."

As he was speaking, Kentaro placed his right palm on the mark placed on his collarbone. It was the mark every one of the mages that attacked Magnolia today had on the same spot. A woman with her arms raised to shoulder length, entangling her own throat. When he did that, he spoke the next words.

"Jigoku no Mon…"

All of a sudden an ominous aura filled the air. Behind Kentaro, only a few yards away from where he was lying, the unthinkable happened. Smoke was starting to gather on a spot as something was rising from the ground. It resembled a pair of black metal gates. They were chained shut and adorned with the bandaged head and torso of a skeleton on each door. Erza gasped in disbelief as she watched the gates.

Encouraged, the Rusalka mage was slowly getting up. Taking a few steps back to put some distance between him and the red haired, Kentaro went beside the huge gate that came out of nowhere.

"Jigoku no mon? The gates of hell. What in the world is the meaning of this?"

"It's just as you say Miss Titania. The gates of hell. Behind these doors lies the kingdom of everything wicked. A land of pure despair and home to the evilest of all."

"AND I'M ABOUT TO OPEN IT!"

The elderly mage clenched his right fist and struck at a black padlock in the middle of the gates, crushing it. At that moment, with a loud creaking sound the gates started opening. The area around them blackened completely and the only source of light was a purplish light omitted from the insides. On the inside, the Gates appeared to be prevented from opening fully by two thick ropes with charms attached to them. Violent winds started blowing as Erza's danger sensors all went on alert.

She watched silently as a single creature escaped…

….

"Dammit…"

In an area all covered in mist, Gray was lying on the cold concrete face down and swearing. Multiple cuts were carved into his back as blood was dripping from the wounds. He was panting heavily as he was slowly raising his head. The thick, opaque fog around him and an unsettling silence was all he was sensing. Ever since Guido announced that every attack he unleashes would eventually hit Juvia instead, Gray hasn't attacked once. On the other side, water based strikes were continuously being dished out on him. The rain woman, probably unaware of the circumstances, kept at it. To top it all off, Guido's fog creatures weren't making it any easier for him. A small distance away from where Gray was lying, a part of the mist started morphing forming a large, seemingly razor sharp claw. As soon as the transformation completed, the mist went for Gray's back.

"AAAAAAAARGHHHH!"

The ice making mage's painful howl echoed. But no one responded to it, or rather no one heard it in the first place.

Four large cuts were added to the ones he already had on him. As the pain coursed through his body, Gray slammed his right fist to the ground. The moment he did that a familiar voice decided to sound itself.

"As admirable as it is, not trying to attack your comrade is not going to get you anywhere, not to mention that you're not actually helping her. Do you really not feel even the slightest desire for revenge after being struck down so many times?"

Guido's voice caused Gray to grit his teeth. He pressed his palms against the floor and used his remaining strength to raise his body. Taking his time, he eventually stood on his legs again while panting severely.

Inhaling a deep breath, he decided to answer the question he was asked.

"Hey bastard… I don't know how you guys do things over at your place, but let me tell you one thing. We at Fairy Tail wouldn't do anything to hurt our friends and that includes Juvia. If she knew what was going on she would stand still just as me."

Taking a short break to crack his neck, the black haired continued.

"But stay assured. My voice will reach her. And then I'll show you what we do with people that hurt our friends."

…..

Staying firmly in her spot Juvia was looking around. Visible sweat beams dripping from her face as she was fighting to breathe in some air. At the moment she was surrounded by countless beasts. A donkey with the legs of a tiger, a falcon with the head of a bull etc. They were all disgusting mutations and all of them seemed angry.

"That ice from a while ago… It had to be Gray-sama's. But why would it…"

Not focused on the matter at hand, the azure haired recollected the past events. As she was clearing her mind, one of the monsters went to attack her, but Juvia swiftly countered with a stream of water generated from her hand. The water went straight for the monster's stomach. When it was hit the beast dispersed to fog once again. As if it was a sign of things to come, all of the remaining monsters went for her. The rain woman took a step back and readied herself.

"Water Nebula!"

Two columns of water erupted from the floor. They rotated around each other and formed a helix that pushed the opponents with huge force. The beasts were sent flying one after another, disappearing when hitting the floor. When she realized all the threats were gone, Juvia stopped her attack and took a short moment to calm down. But her break was a short one as a new flock of beasts reappeared almost instantly. Gritting her teeth, the azure haired once again repeated her actions. It was all starting to look like an infinite loop. The more monsters materialized, the more she took out. But even though she had better things to worry about, she just couldn't shake this intimidating feeling off. It was like she was doing something terrible.

"I don't have time for this. I need to find Gray-sama."

She kept telling herself while attacking. Quite some time had passed since the two of them became trapped in the fog that Guido created, but she still hadn't heard a thing about her beloved. Needless to say, she was growing more worried by the minute, but the rain woman just couldn't find the time to search for him. As Juvia was contemplating about what to do, her water took down another monster.

…..

"AAAAAAAAAAAAAH"

"RAAAAAAAAAARGH"

Gray kept writhing in pain while one after another water streams connected with his already injured body. But he kept standing nevertheless. In a scene that started to look disturbing he just wouldn't let up.

"JUVIAAAAAAAAA!"

The black haired was shouting with all the might that was left in his lungs. His voice disappearing in the emptiness without an answer.

"It's pointless you fool. She won't hear you no matter how loud you call for her. I already explained that."

Guido's voice pointing out the foolishness of his attempt still wasn't enough to convince the ice molding mage.

"Shut up! I know… I just know that she'll hear me!"

"JUVIAAAAAAAAAAAAA!"

…..

"Water Slicer!"

And again, this round was won by the Fairy Tail mage. Her water blades cutting through the last remaining foe. But that only signaled the start of a new round. Growing tired, she kneeled down on her left knee, panting heavily. With her water already generated and ready, Juvia was just about to strike again. But then…

"iaaaa….."

Immediately, she froze. The water disappearing and leaving her wide open. A half-breed between a wolf and a chimpanzee used that opening and launched its fangs at the woman. Luckily for her, her body turned to water and the beast went right through it.

"That voice! That was Gray-sama's voice!"

Her eyes lightened up at the sound of Gray's voice. She stood up and faced the direction the voice came from. A gleaming smile was decorating her as she was about to call back. The monsters attacking her were completely swept from her consciousness.

"GRAY-SAMAAAAAAAA! I HEAR YOU GRAY-SAMAAA!"

….

Juvia's voice was heard as it caused a small smirk on Gray's face. Soon, a yell of the Rusalka mage made itself apparent.

"Impossible! There should be no way for the two of you to communicate!"

"I told you didn't I? We at Fairy Tail have a bond that someone like you could never understand."

"I NEED YOU TO LISTEN TO ME JUVIA! TAKE MY HAND! EVEN THOUGH YOU CAN'T SEE ME, YOU'VE GOT TO TRUST ME!"

When he said what was on his mind, Gray outstretched his right hand as if holding hands with someone. Then he took a deep breath and closed his eyes.

"I will Gray-sama! I believe in you!"

"What are you planning to do!?"

Guido was starting to panic. His voice was speeding up and his breath started to fade. He had no idea how they managed to communicate to each other or what they were about to do. And that unknown was exactly what he was fearing.

Then, in Gray's palm magical power started gathering. A bright blue glow was shining from it. As seconds passed by, the glow was intensifying. A brief moment of silence followed. That silence was broken off by a loud shout from Guido.

"OH NO YOU WON'T!"

Realizing what it was they were about to do, the mage started quickly preparing counter measures. A large amount of fog started morphing into a specific spot. As more and more of it was collected, it started gaining the form of a colossal man. The creature was at least 50 feet tall, and had blood red eyes on its face. Oddly, a nose or mouth didn't form, the only thing on its head were those eyes. A deep, loud and creepy roar reverberated across the area. Looking around, most of the fog that surrounded Gray was now gone. Some buildings around the street regained its definitions and the Magnolia sun was now piercing through a hole in the fog.

"Fogman!"

"Do it! Crush that little insect!"

The giant beast swung its enormous hand causing strong winds to blow. Gray was still in the process of collecting magic as he watched the monster's hand approaching.

"This is it Fairy Tail! I win!"

A confident shout was heard from the sky. There, on top of all the fog, Guido was watching as his creation was about to connect with the ice molding mage. Some of the fog that was hiding him must've been used to build the giant, so now the bald man's face was clear to see.

Gray watched as he was seconds about from being squashed like an insect. But then…

"Unison Raid!"

As his voice escaped his mouth, from his hand a giant pillar of ice rose with streams of water circling around it. It grew all the way to the sky, piercing through the remaining fog and impaling the hand of the giant. But it didn't stop there. It rose even further, until it reached the place Guido was hiding at.

"No…"

The mage silently gasped as he was hit by the pillar of combined magic. As he was catapulted from the force of the impact, he uttered one last sentence.

"It was all for Uwe-sama…"

Guido's unconscious body fell on the ground. Soon all the fog that covered the area disappeared. In the middle of it all Gray and Juvia were standing, holding hands.

"Gray-sama…"

Juvia smiled brightly as she was watching her beloved. He answered with a smirk, but soon lost all his strength and fell on her soft bosom.

….

Elfman fell to his knees as the skeletons that were clinging on him disappeared. Tired, he struggled to inhale the oxygen he so desperately needed. The shock was still getting to him. For a short moment, the mage thought that his life was about to end.

"Elf-niichaaaaan!"

Lisanna was running towards her brother while shouting his name. Tears were flowing from the corners of her eyes as she jumped at him. With a firm grip she hugged her brother and started sobbing.

Saddened by his sisters' tears, Elfman returned the hug and lowered his head so he could lean on her shoulder.

"Lisanna… Sorry…"

He had thousands of words on his mind. That he was failure for losing. That he endangered them. But that was all that he could muster at the moment.

"You dummy niichan…"

A few feet away the transformed Mira was waiting for Jama to stand up. With pieces of his armor still falling, he was staggering as he was slowly lifting his body. The demon turned his head so that he faced the eldest of the Strauss siblings. Two take over mages that specialize in demon like takeovers were facing of.

"I've got to say. Even while in your satan form. You're still a breath taking beauty. Too bad that you ruined your image by sneakily attacking me."

Jama's skeletal jaw moved with his teeth hitting themselves slightly, resulting in a strange sound. His long crimson hair fluttering as a small breeze blew between them.

Mira gritted her teeth aggressively as she observed the demon in front of her. A large vein popped up on her forehead and a gaze filled with hatred radiated from her face.

"Trying to hurt my brother in front of me…"

After hearing her voice, her opponent tilted his head to the right for a bid, waiting for her next movement. Calmly watching her, he wasn't ready for her next move.

Mirajane fluttered her wings and rushed at Jama. In her claws a black-purple ball formed, and with a loud shout she unleashed her magic at the Rusalka mage.

"I WON'T FORGIVE YOU!"

The attack she unleashed when she saved Elfman was nothing in comparison to this one. Its radius increasing rapidly as it neared its destination. Ground breaking from just the air around the blast. Even though Jama's expression couldn't be read, his movements clearly depicted his surprise. He rushed and put both of his hands in front of him with palms widespread.

"Blood shield!"

From his palms large amounts of blood started gushing, eventually coagulating while forming a circle. It was just in time as Mira's attack connected not a second later. The ground around his feet broke immediately from the impact and the force started pushing him. With his shield slowly cracking, Jama's future seemed glum. Thing turned even worse when the white haired suddenly popped up behind him. With a strong punch to his back she sent him flying, breaking his shield and pushing him towards her stream of darkness. An enormous explosion followed. The power from it destroyed everything near its vicinity. Even Lisanna and Elfman had to escape. The youngest sibling turned into her harpy form and carried her injured brother.

Large winds of dust were the result of the attack. A few moments had to past for it to clear. Elfman coughed loudly as he shielded his mouth, trying not to inhale the dust.

"Wow Nee-chan…You really are scary sometimes…"

He watched with beams of sweat on his forehead as his sister went berserk. At the epicenter of the explosion, the figure of Jama was slightly becoming visible. More of his armor fell of and now the right part of his chest was visible, as well as his right shoulder. But the most intriguing thing was the right piece of his head armor that fell off. His head above the skeletal jaw was covered in rotten purple flesh, matching the rest of his body. On his cheek he had three bulges that were in the shape as triangles. On his forehead a spiked protrusion exited, making his foes wonder how it could fit in the tight helmet he wore. But most noticeably, his right eye had a crimson sclera with a small, white pupil. His iris was nonexistent, or so it seemed. It could've just be in the same color as the sclera. A foul stench was released from his skin now that it was revealed.

Sighing deeply, the demon faced Mira.

"This a light that I didn't want to show myself in. Especially to someone as gorgeous as Mirajane Strauss…"

Taking a short break, he continued.

"This will have to do I guess…"

As soon as he said those words, he turned around and started walking away. Bewildered, Mirajane took a step forward and spoke.

"Do you honestly think that I will let you go so easily!?"

Using this chance, the Fairy Tail mage lunged at her foe. But before she could reach him, he vanished within thin air. The only thing that remained was the sound of his voice.

"I told that I only intend to buy time for my master. But even if that wasn't the case, I could never bring myself to hurt a woman."

Been more than four month since the last update. Shit happened. For a long time I didn't have the will to start writing. Then I got a summer job and well….

After a while of taking break I really enjoyed writing this chapter so I hope everybody who reads it will like it. The next chapter will be the climax of this conflict. And the first time the saiyan watching the whole thing will reveal himself. There are a few review that said that I should focus more on him. I didn't want this fic to be like those where my OC absolutely takes all the screen time. I want the canon characters to dirty their hands as well. That being said, I'll do my best to make it in two weeks next time.