Erza cried out as she was slammed into the hard earth, her flesh tearing from the exposed flesh on her arms and shoulders as her body was dragged along the rough and uneven ground by the force of Jellal's blow. Tears sprang to her eyes from pain, devastation, and fatigue. She quickly changed her armor to reduce the damage to her already abraded skin. She thought she cracked a tooth from clenching her jaw to prevent herself from screaming in pain. She remained still, praying for one more second of peace as she squeezed her eyes shut. She inhaled deeply, tears stinging the corners of her eyes from behind gritty lids and her ribs creaking from the effort.

Titania's resolve was wearing thin.

Makarov is dead, she told herself. I didn't get to—

She felt her body heave with the muffled sob. She had heard his final goodbye as she collided with Jellal, both taking her by surprise. The devastation and regret she felt at not being able to be with him was overwhelming; she had never known such pain.

What would you think of me now? She ruefully wondered as a lone tear squeezed through her closed and swollen eyelids, stinging the charred flesh on her face.

Still, she didn't move.

Every muscle in her body ached. She was so tired. So very tired. Of fighting. Of caring. Of losing. She heard Jellal approach her, his steps heavy and dragging. She was certain the light within the man she cared for had flicked out once Ultear regained control of him. He was merely a puppet to their enemy. Ultear had carefully taken note of Ezra's weakness and played to her vantage.

She opened her eyes to look into Jellal's lifeless ones. His gaze was cold and uncaring. Without a second thought, he pulled his arm back, his fist glowing with magic. She knew that this blow would likely be the one to kill her, and she found that she wasn't scared. She didn't have the will to keep fighting.

She smiled up at him, the taste of burnt flesh and blood overwhelming her senses. "I'm sorry, Jellal…I've failed you, I'm afraid," she whispered under her breath. "I just can't do it…anymore."

For a moment, he hesitated. And in that briefest of moments, she forgave him and accepted the impending death that he would bring. She would welcome a death by his hand. It was in that hesitation that the ground began to thrum with energy. Erza saw Jellal's gaze flicker upward as two forms leaped over her, shielding her from Jellal's attack. The stocky assailant produced a giant hammer, the girth twice his sturdiness. Despite that, he swung it with an undeniable ease. It hit Jellal squarely in the chest, the mage choking for air as he was hurdled backward with an unbelievable force. Erza laid her head back, closing her eyes once again.

Doesn't matter. He'll be back for me.

The silence was broken with a single command. "Get up, girl." A woman's voice, mottled with concern. Erza peeked at her through a swollen lid. The woman had streaks of silver in her hair, and she cast a look toward her companion, whom Erza recognized as the mayor of Wisteria. He wiped his forehead, gently lowering his hammer to rest on the ground. It didn't make a whisper as it was lowered with a careful grace.

The woman swiftly reached out a hand, holding it in front of Erza's face. "You're not the first. Now get up!"

"Eh?"

"Don't you dare give up! We've all lost someone here!" the woman vehemently hissed, eyes flashing. "Aren't you a Saint?"

Something about her voice stung Erza to the core. It was like a slap in the face and she suddenly felt very foolish. Her eyes fluttered open and she took a deep breath, pushing herself onto her elbows. She winced from the pain as the mayor and the woman—his wife—lifted Erza with minimal exertion. They looked over her, eyes roaming for any other injury. The woman tsked, pushing Erza's hair out of her face. Her stern expression softened as her deep chocolate eyes met Erza's own after lingering on her burnt face.

"Thanks," Erza muttered sheepishly, feeling the scrutiny of their gazes.

"Our pleasure," the mayor responded carefully, eyes ahead. "He's recovering quite quickly."

"Your friend?" the woman asked, hair whipping around her face. The roots were graying, stranding in with the deep auburn that was shades darker and richer than her husband's.

"Ultear's spell," Erza nodded, forcing away tears as she decided whether to explain their situation. "There's no hope."

"There's always hope!" the older woman murmured, quickly turning away, bow appearing in her hand. "Who taught you to be so negative?"

Erza angled her head, familiar with their re-quipping magic. Her eyes flickered over the unmistakable Heart Kreuz armor they were both adorning. She felt oddly at ease with the duo—as if some connection had predated this encounter. "Do I…..do I know you?"

"We don't have much time," the mayor responded, glancing at his wife and nodding with a downcast of his eyes. His wife smiled sadly, turning back to Erza. This time her eyes were lined with tears.

"At one time you did," she softly replied, grip tightening on her bow as she reached over her shoulder for arrows, hair whipping in the breeze as she pulled two free.

"He's up. Ready to attack," the stocky man warned, lifting his hammer with an ease that awed Erza.

"Explain, then," Erza nearly pleaded, recognition clawing at her insides. She had an indescribable urge to know these two for what they were to her.

"As you wish," the woman glanced away, biting her lower lip for a moment longer before looking back at Erza. "We are your parents. Your birth parents."

Lucy looked down at the sword protruding through her midsection, tracing the blade to the tapered fingertips holding the weapon's hilt. Her eyes met Ultear's and the pale woman's lips twitched upward with triumph as she easily slid the sword from Lucy's flesh. The spirit mage wordlessly fell forward, hand gripping her torso as Virgo watched with muted horror. As her knees hit the ground, Lucy's form disappeared, leaving an injured Gemi and a baffled Mini in her stead. Virgo knelt down to Gemi, concern in her features. The change took Ultear by surprise, and she jumped back slightly.

"Don't. Move." The real Lucy warned from behind Ultear. "Cancer, if she so much as flinches, run her through." The spirit smiled grimly, the long-bladed scissors gripped tightly in his hand, tips touching the tender flesh of Ultear's neck.

"Take him back," Lucy commanded Virgo, who nodded, before quickly disappearing with Gemi cradled in her arms and tears in her eyes. An angry Mini reached out and touched Ultear, drawing back in slight confusion. He reached forward again, only repeating his earlier actions. The spirit looked up at Lucy, waving his hands frantically. Lucy narrowed her eyes confusion as Mini tried to gesture his knowledge.

In a flash of movement, Ultear swung her sword, cutting Mini deeply across his chest. He fell backward as Ultear was met with quick jab of Cancer's blades. They sank into Ultear's neck, her eyes wide as she was stabbed by the spirit. Cancer looked slightly taken aback by what he had just done. Lucy placed a calming hand on her spirit's arm before quickly scooping Mini into her arms, the small spirit gravely injured.

"I told you—" Lucy screamed at a shocked Ultear. "Not to move."

Cancer protectively stood in front of her, scissors bared and ready to attack again if needed. Lucy pressed her hand into Mini's chest, the pale fluid sticky and cool as if covered her hand. He pushed it away, continuing to point to Ultear and making odd gestures that Lucy couldn't understand.

Virgo appeared at her side, bowing slightly and wringing her hands. "Take him back, Virgo!" Lucy quickly pushed Mini into the spirit's arms. Virgo did as she was bid, consternation on her features as Mini continued to point at Ultear—who was now laughing, much to their general confusion.

"What is going on?" Lucy asked under her breath.

"Princess," Virgo interrupted, eyes on Ultear as she bowed her head, "Mini says she's not a real person."

"You can understand him—" Lucy's head snapped around, "Wait, what?" Her hands grew cold as she realized what Ultear was saying and what Mini had been trying to relay. Ultear straightened, with a cruel smile, her hand dropping away to reveal the absence of a wound.

"Mistress—" Virgo began.

"Get Mini to safety, Virgo," Lucy commanded, her mind furiously racing. The spirit followed the direct order, disappearing quickly.

"I injured her!" Cancer mumbled. "I know it!"

"I saw it," Lucy replied softly, feeling defeated. "I need you to find Adie for me, Cancer."

"But—" he started, looking at her from over his glasses. Her look of determination must have dissuaded him because he quickly obeyed.

"Where is she?" Lucy asked the clone in front of her. The woman smiled, looking over her shoulder to her right.

"Sorry, I'm late," Ultear replied with a chuckle, landing next to her specter. She straightened, looking at the copy of herself. Within seconds, the two merged together, and Ultear raised an eyebrow "It's exhausting being literally split in two."

"Why?" Lucy croaked, fists tightly balled, "Why toy with me? Why not come for me right away?"

Ultear raised an eyebrow in amusement or surprise, Lucy didn't know. She tapped her lip with a forefinger, eyes never leaving Lucy's face. "I had…business to take care of."

"It doesn't matter to me!" Lucy grunted, calming herself by digging her fingernails into the flesh of her palm.

"It does, actually," Ultear cooed. She reached into her pocket and pulled out two items, throwing them at Lucy, who leaped backward as the items gently fluttered to the ground. She realized the items were not thrown in attack, and she peered between her arms, which were raised in defense.

"NO!" she gasped, color leaving her features as her eyes fell on the bloodied cards. Luck. And Love. They were Cana's cards! "What did you do to her?" Her voice was barely above a whisper as she hissed her question, fingers trembling as she touched the items. The blood was still bright red and warm.

"Let's say…I had a debt to repay. " Ultear shrugged her dainty shoulders, smile growing. "You understand what that means."

Peony appeared at her side, eyes on Ultear an expression cold. "Please find my friend Cana, have Wendy help you. Aquarius also knows what she looks like." With a mute nod, the spirit disappeared.

"It's no use. I double checked," Ultear sneered.

Lucy felt the tears sting her eyes as the rage boiled through her. Makarov had only just died and now Cana was likely killed by Ultear's hands. It was too much! "I-I hate you! You don't deserve your mother's love!"

Ultear flinched slightly, quickly recovering. She shrugged again. "You won't be saying that when I create a world where we can have all that we desire. Where happiness resides."

"You're delusional, bitch," Lucy told her, seething.

Ultear chuckled, sword appearing in her hand. "You'll see. Now…where were we?" She stepped toward Lucy, fingers outstretched. "Oh yes, the key. I asked for that earlier, and still you have not produced it."

"You won't get what you're after," the spirit mage pulled one of her whips free. "I will kill you if I have to! Do not doubt that."

"Those are big words from such a helpless creature and pathetic excuse for a mage," Ultear goaded, sword glinting with fresh blood. Cana's blood, Lucy thought. "I have no qualms about ending your existence, don't delude yourself."

She appeared next to Lucy, her first hitting Lucy in the cheek. The blonde's head snapped to the side from the force. She quickly recovered noting that Erza had hit her much harder in their training sessions. She used her whip to catch Ultear's sword wrist, tugging the weapon free. The ice mage created a snaking vine that climbed the length of the whip, entrapping Lucy's arm and wrapping upward around her neck. She gasped for air. Her periphery swirled black.

"The key. Now." Ultear commanded.

Lucy sneered blood filling her mouth from where she had bit her tongue. She saw the familiar flicker of movement, doing her best not to look upward lest she give away her friend's location and warn the enemy. "Go to hell."

Adie fell from above, her body covered in the black armor she donned against the Adze in Wisteria. She gripped a large sword above her head, far too heavy for a normal human to so easily hold. Lucy smiled, silently thanking Morpheus for giving Adie the glove earlier. She had passed it to him so that he could slip it on Levy to wear to the Celestial World, all of which he had read in her mind.

Ultear must have sensed her presence, quickly scooping up her sword and turning to parry the blow that would have decapitated her. Whether it was the forged steel or the force of Adie's descent, Ultear's blade was shattered as the demi-spirit heavily landed on the earth. She wasted no time, swinging with a fury they all shared that day. Ultear recovered, fear crossing her features before being replaced with stagnant amusement. Adie easily flicked away her orbs, the massive blade within inches of Ultear's face. For a moment, Lucy thought Adie would finally end her.

Lucy stumbled as Ultear's magic dissipated, leaving her to rub the bruised flesh of her neck, the air tasting sweet as she sucked it in. Ultear reforged her sword, eye growing crimson. Adie hissed and swung her blade upward, knocking the weapon from Ultear's hand. Her opponent catapulted backward, but Adie was the quicker of the two. She managed to come down on Ultear, who fought back with a ferocity that chilled Lucy. Adie ducked and returned the blow, her moves swift and calculated.

Leo appeared, pushing away his sleeve and Adie yelled, "Now!"

He quickly obeyed, Regulus flashing brightly and spreading outward as Ultear attempted an icy counter attack. Lucy shielded her eyes, feeling Leo's close proximity. She squinted into the residual brightness, and she saw Ultear stagger. Adie was waiting with a glowing blue fist. Lucy saw the minute runes swirling as she slammed her clenched hand into Ultear's eye. The dark-haired woman let out a muffled cry, stepping backward and holding the socket as rage filled her visible eye. Her hand dropped and Lucy could see the rune from Adie's fist encircling the socket, now an angry ring of charred flesh. Her iris briefly grew crimson, but it only served to trigger the script to glow, a move that pained the mage. She yelled out, clamping her hand over the magical barrier.

"Levy is a genius," Adie murmured, now beside Lucy. "But I suspect it won't hold forever."

Lucy nodded, knowing that it bought them time. She saw the Oneiroi still cutting down their enemy, though now the awful creatures were unable to rise again. Hopefully they could stop Ultear before the negating magic was removed.

"Clever," Ultear growled, anger in her features. "It's been a long time, Adassandra."

Adie stiffened, "I'd ask for Lilith's key, but I have a feeling you have no intention of giving that to me. So, we'll end this. Today."

Ultear snorted, eyes narrowing as she picked up her shattered sword, blade still tinged with drying blood. "You guessed right. It's my trump card." Orbs began to rise around her and Lucy lost count of them after two dozen or so.

Adie swore under her breath, her voice a low growl. Leo landed next to them as a wall of orbs grew in number and moving skyward. Adie glanced at him, nodding slightly as they stood protectively around Lucy. The orb wall rose, hovering for a moment—long enough for Lucy to think of Natsu.

The magical globes suddenly came down at them , and Leo and Adie sprang into action. The demi-spirit moved in front of Lucy—despite the latter's protests—Barsky's parting gift on her arms. She crossed them, a giant lacryma shield forming in front of her. The orbs exploded as they hit the massive barrier, and Adie grit her teeth at the force, feet sliding backward from the impact. Lucy leaned forward, hands on the shield to help her friend. Adie's eyes grew wide, and Lucy grimly smiled at her in encouragement. When the barrage had stopped, Regulus flared again. Adie removed the shield.

"Stay back!" she shouted before she and Leo sprinted into the blinding whiteness. Lucy used her hand to shield her eyes as she peered into the light. His magic flickered, and Lucy saw Leo strike the ground with a fist of glowing green energy. Ultear was thrown backward and Adie pounced on her, lifting her and throwing her to the ground in a crushing blow. She landed beside Leo. Ultear spit, a frothy mixture of blood and saliva, fury in her eyes as she rose again, though visibly disheveled.

Leo leaped up, his fist glowing. He swung, the claw-like energy striking at Ultear. Lucy hadn't anticipated the speed at which Ultear had moved. It was unexpected that, with the damage she had taken, she continued to have that much vigor. She countered with an ice attack, her sudden burst of energy confusing her opponents. She appeared behind Adie much more quickly than anyone could follow, and Lucy screamed out in warning.

Adie turned, her arm rising in defense. Ultear ducked under the move, something glinting in her hand. Lucy saw the black stone, but couldn't make out the shape of the key. She watched in horror as Ultear plunged it into Adie's abdomen. It easily sank through the armor, which decayed around the key. Confusion registered in Adie's features as she stumbled backward. Leo caught her, and Ultear leaped aside with ease.

"Adie!" Lucy yelled, running toward where Leo was supporting the demi-spirit. She was staring blankly at her abdomen, hands touching the wound, fingertips slick with blood. She looked at Leo, terror in her expression. He yelled her name as Lucy continued to scream, shaking Adie's shoulders. She took a hesitant step backward, hands holding her stomach as she looked at Ultear in confusion.

The woman held up the key, and there was no question as to whom the key belonged to: intricate design, onyx stone—a key of Celestial Royalty. Lilith's key.

"She'll heal, right?" Lucy asked, hands trembling as she tried to help Adie staunch the bleeding.

The woman swatted her away with bloodied palms. She grimaced, looking at her wound and growing more pale. "Shit. This hurts like a bitch."

"Why's she not healing? The Amarok—" Lucy cried out, desperate and hoping Leo could offer some encouragement. She looked up at him, and he looked just as terrified and uncertain as she did.

"I suspect Lilith's key does the opposite of hers," Leo whispered, sharing Lucy's fear. "Which means—"

"—I get it!" Lucy waved it way, terrified, angry, and tired. "What can we do to help her? Adie, what can we do?" Tears were filling Lucy's eyes as she grew hysterical.

Adie re-quipped her sword, wobbly on her feet and shaking her head clear of the fuzziness from the blood loss. "We fight." Her face was pale, and blood was oozing everywhere. Yet, she was refusing to give up. "I'll tear Lil's key from her cold dead fingers if I have to. I made a promise I intend to keep."

"Now's not the time! You're i-injured!" Lucy croaked. There was so much blood. She looked at Leo. "Peony?"

"Don't bring her into this!" Adie snarled. "It's too dangerous."

"You'll bleed to death," Leo pointed out, siding with Lucy.

"There are worse things," she hissed defensively. "I'll be fine. It's slowed. Now help me stand."

Lucy begrudgingly threw Adie's arm over her shoulder and the two women stood together, Ultear was watching them. "Your time is limited. You can't save your sister if you're dead. Give your key to me."

"No." Adie firmly replied.

"I will give Lucy Lilith's key in exchange," Ultear reasoned.

"I won't give it to you—" Lucy began.

"Deal." Adie interrupted quickly.

Lucy looked at Adie, incredulous. The demi-spirit raised her head, not looking at Lucy, "It's a fair exchange, Lucy. Give her my key."

"Are you crazy?" Lucy asked, eyes narrowing, catching the emphasis in her friend's voice.

Adie simply nodded after a careful look. "I've been called worse." She gave a weak smile, "By you, even."

Lucy sighed, exaggeratedly as Ultear took a step forward hand outstretched. "Not so quick," Lucy growled at their enemy.

"The key. Or she'll die. Do you want that blood on your hands?" Ultear reminded her.

Lucy glanced at Adie who collapsed on folded knees. She looked up at Lucy and nodded. Leo remained unmoving, and Lucy sent him a reassuring thought. She felt her fingers dance past the dagger as Ultear looked almost ecstatic. She produced the key Ultear was seeking, and with shaky hands, she threw it at the mage. Ultear caught it, expression alight with glee.

"Finally!" she laughed forcibly, "I finally have it!"

"Your word," Lucy called out.

Ultear looked at her, seemingly lost for a moment. She took the key and tossed it at Lucy, who stepped forward to pick it up off of the dusty earth. It was cool to the touch and she showed it to Adie, who looked crest-fallen. "It's as I expected."

"What is?" Lucy asked, voice low.

"Ice clone," was all that Adie replied before Ultear caught on to their deception. Lucy felt her stomach sink. "Good thing we still have the last laugh."

The dark-haired mage raised Adie's key, growing frustrated as nothing happened. She glared at Adie, "Why isn't it working?"

You don't have it in its entirety, Lucy thought, feeling the weight of the dagger at her waist.

Adie smiled, masking her pain. She looked up at Ultear, shrugging with some effort. "You weren't meant to use it, I guess….besides, you double crossed us, you bitch."

Ultear turned on Lucy, furious and ready to lash out with an orb. Adie quickly leaped to her feet, sword cutting through the orb that was fired. Ultear pulled her arm back to strike again.

"Lucy," the deep voice came from behind Ultear, his hand wielding Adie's key. With a quick flick of his arm, he threw the key to his allies and Leo caught it easily, returning it to Lucy with a concerned look at Adie. "Help your friends. "

"Jura! No!" Lucy screamed, running forward despite knowing all too well that it was futile His intent was evident in his expression as he grabbed Ultear around her neck, pulling her into him. She yowled in frustration her shattered blade in her hand. She stabbed backward, the blade imbedding deeply in his side. He stared intently at Lucy, not loosening his grip as the earthen wall rumbled skyward around them, creating a sphere of rock. As quickly as it rose, it sucked into the ground, disappearing in the giant rift that swallowed it.

The silence that followed was deafening.

Lucy stared at the space they had just occupied, speechless and saddened by Jura's sacrifice. She quickly reminded herself of his words, and turned to find Adie once again collapsed on the ground, Leo holding her. She was looking worse by the minute. "We need to find Wendy—someone—"

"No good," Adie told her through closed eyes and between deep breaths. Her voice was weak. Lucy was about to protest, but the sound of an explosion stole her attention momentarily. She shielded herself from the shower of stone and dirt, a low wall of earth encircling the bodies within it. Ultear was standing in the middle, her body glowing faintly with magic. It looked to be cloaking her in a fuzzy gyrating coating. Faint bluish patterns swirled on her skin as she stared at the trio. Lucy's eyes fell to dripping broken blade in her hand, then her gaze flickered to the lifeless body behind Ultear.

She gasped as Ultear stepped over the wall, droplets of blood trailing behind her. Lucy cried into her hand as she saw the decapitated form of Jura, his face luckily hidden from her view. Lucy did her best to not react, but the tears welled in her eyes anyhow. "You….monster."

Ultear was amused by her reaction. "He died thinking he killed me. I allowed him to! You should thank me!" She raised her hands to her face, flexing her fingers, eyes on Lucy. "I didn't want to have to use this form yet, but I think it'll be easier to get my point across. " Her eyes went to Adie. "We don't have much time and you have something I want."

"Then you'll have to come take it," Lucy hissed, whips in both of her hands. "Because I'll die protecting her if I have to—"

"That's a nice sentiment, Lucy," the male voice interrupted her. "But I've got it from here."

Lucy didn't turn toward the newcomer, suspecting he'd come sooner or later. "Gray."

"Sorry to interrupt your badassery, but you have more important things to take care of…." He glanced at her through his disheveled black locks, jerking his head toward Adie, who was once again trying to stand, despite Leo's protests. His eyes darted to Ultear as he shoved a fist into his open palm, determination on his face as he took his familiar fighting stance. "And I have unfinished business to take care of."

"Kick her ass, Gray," Lucy murmured as he walked past her toward an amused-looking Ultear. Lucy knew that his honor depended on this fight. He had made a promise to more than one master.

"That's a promise," he gruffly replied, torso bare and guild tattoo proudly displayed. "Now," he faced his most formidable opponent. "Where were we?"

~OoOoO~

Thank you all so very much for the PMs, adds, faves, follows... Keep the reviews coming! I do enjoy the motivation. I also decided that, when I post the last chapter, I'll put the lemon back where it belongs. Why? Because I get more PMs asking me for the damned lemon than I do with each chapter. One track minds, I tell you! (I actually love it)

Muchos gracias to my un-PM-able reviewers: Reedhi, WAAIY, Jennifer, GUEST.

Disclaimer: I only take cred for the OCs. Whom I adore.