AN: From now on imagine new characters introduced in the clothes they appeared in.

Fairy Tail has been victorious in many battles such as when Ichigo and his friends took on Lost Treasure and when the coalition of light guilds defeated Ten Rave. This guild has become the victors of many battles and haven't faced against anyone who was a match for them. Orihime was the one who enjoyed it the most.

'So much has happened ever since I joined the guild.' Orihime narrated. 'I've made many new friends and went on so many adventures and it all just keeps coming.'

"Orihime, let's go. We got a brand new job." Ichigo called out as he and his team were ready to go on a new job.

"Right. I'm coming." Orihime said as she came over. This team is one of Fairy Tail's strongest, but little did they know is that the entire guild is about to face a powerful enemy.

"Noches Espada"

…

The Forest

Out in the forest was a small man with bowl shaped black hair with a white outfit that had long sleeves. He was speaking to someone with the use of a lacrima.

"That is your assignment. Are you sure you can handle this alone?"

"I am more than capable of handling this on my own. It will be child's play."

"Be sure not to underestimate your opponents." Whoever this mysterious man was on the lacrima warned him before he hanged up. The man in the forest didn't seem the least bit concerned.

"Oh please. I'm dealing with a large group of weaklings." Meanwhile, Lucy and her young son, Igneel were walking through the woods themselves completely unaware of the danger that was lurking around within.

"When we get home, how does a nice spicy plate of spaghetti sound to you, Igneel?" Lucy asked as they were making plans for dinner.

"Alright!" Igneel cheered. Both of them were walking through the woods until they heard some sort of grunting sound. "Mom, what's that sound?"

"It sounds like it's coming from over there." Lucy said. Both of them went over to check it out. They walked in the woods and was met with Grimmjow and he was doing some training of his own. "Oh, it's just Grimmjow."

"Isn't he a spirit slayer just like Ichigo?" Igneel said.

"That's right." Lucy said. Igneel had a warm heart just like his mother. He felt bad because Grimmjow always seems to be by himself.

"Mommy, you can go on ahead. I want to stay here." Igneel said.

"I don't think so, Igneel. I think Grimmjow would prefer to be alone." Lucy said.

"Please. I feel bad for him because he always seems to be alone." Igneel said. "I know he might have done bad things to Fairy Tail, but he's a member now. I promise I'll try to stay out of his way." Lucy didn't like it at first, but Grimmjow is a member of Fairy Tail and she knows that if anything happens to Igneel because of him, Natsu or Erza will deal with it and then he'll be sorry.

"Alright, but don't stay for very long. Do you know how to get to the guild from here?" Lucy said and Igneel nodded his head. "Alright. Just head straight there when you leave and if you can't find me or Daddy, just have someone call us."

"Okay." Igneel agreed and Lucy left him there. Igneel watched Grimmjow as he kicked away at a tree. Igneel tried to get a closer look as he stepped forward, but it caused Grimmjow to turn like he was facing an enemy.

"Who's there?" Grimmjow said.

"Calm down. It's only me, Igneel."

"Oh. You're that kid related to that Natsu guy." Grimmjow said as he settled down. "What do you want?"

"I just thought you would like to have some company. You're always by yourself." Igneel said.

"That's how I prefer it." Grimmjow said.

"But Fairy Tail is family. No one should be all alone when they're surrounded by family." Igneel said.

"Look kid, I'm not like most people." Grimmjow said. "I don't try to be all buddy-buddy with people. If I want to hang with people, I tell them. Now, get lost. I'm in the middle of training and you're distracting me."

"Don't be like that." Igneel said as he wanted to stay. Grimmjow was about to tell Igneel to go away again, but he heard some rustling in the woods.

"Now, who's here?" Grimmjow said. He waited for the person to come out, but a large white tentacle came shooting out. Grimmjow didn't expect that, but he was able to move out of the way. "Who's there?" The tentacle bent around and smacked him in the stomach and it was a hard hit.

"Grimmjow!" Igneel called out.

"Oh dear, how pathetic." The tentacle was disappeared by magic and the person that came out was the same mysterious person. "I wasn't expecting a member of Fairy Tail to go down easily. Are they desperate for members?"

"Who the hell are you?" Grimmjow snarled.

"My name is Luppi Antenor. I'm on a little mission."

"What mission?" Grimmjow said.

"I'm glad you asked. I'm on a mission to spy on Fairy Tail and eliminate as many as I can." Luppi said. He shot out a few more of those large white tentacles. Grimmjow reacted fast enough and was able to avoid those attacks.

"What are those things? Is it some sort of Binding Magic?" Grimmjow said. Luppi had a confident look on his face. He also took notice that Igneel was in the area.

"That little boy is a member of Fairy Tail too. I'm told to eliminate ALL members." Luppi said and shot a tentacle at Igneel. Igneel wasn't as experienced as everyone else in the guild. He couldn't react at all. Grimmjow acted fast and grabbed Igneel to shield him, but got hit in the back and slid against the ground.

"Grimmjow! Are you hurt?" Igneel said.

"No." Grimmjow said as he tried to be tough and get up, but his back was in some pain. "Damn. It's like I got hit by a cannonball at close range."

"I'm surprised your bones haven't break yet. If the rest of your guild is this pathetic, I can dispose a good amount of them before the rest arrive." Luppi said.

"Rest?" Grimmjow said as he turned to face him. "What do you mean by that? Are you saying there's more? Are you part of a guild?"

"That's right." Luppi said. He moved his shirt to show his emblem on his right hip. A pink crescent moon with a katana in front of it.

"Wait a second, I know that emblem. It belongs to Noches Espada." Grimmjow said.

"Noches Espada?" Igneel questioned.

"It's the last dark guild that controls that Balam Alliance." Grimmjow said. "It's a complete mystery. Hardly anyone knows that much about it.

"Correct again." Luppi said. "We tend to work in the shadows, but the time has come for us to make our move. More members of my guild will be coming here to Magonlia soon enough. I'm just on a little reconnaissance mission." That wasn't good to hear for Grimmjow.

"Magnolia? More members of your guild are coming?" Grimmjow said.

"Correct for the third time. We figured it's time to take Fairy Tail down." Luppi said. "If you're having a tough time against me, you don't stand a chance against us. You might have defeated Lost Treasure and Ten Rave, but their power is nothing compared to us."

"What? Noches Espada is coming here and they're that strong? But why?" Igneel said.

"Igneel, you've got to get out of here." Grimmjow said.

"What?" Igneel said.

"Run while you can!" Grimmjow shouted as he turned to face them. "You've got to warn the guild on what's going on." Igneel wasn't much help here anyway. That was all he could do. Igneel got on his feet and ran for the guild.

"You're not going anywhere!" Luppi said as he shot another one of his tentacles. It was heading right for Igneel, but Grimmjow got up and deflected it.

"Leave the kid alone. You're dealing with me." Grimmjow said. "You think you have the guts to go against Fairy Tail. I did too a long time ago, but you end up regretting it."

"That doesn't scare me. I know who you are. You're Grimmjow." Luppi said. "You act like you're the king of beasts. If you think you can intimidate me, I'm not even flinching."

"Just you wait." Grimmjow said as he gave a menacing glare like he was a beast. "You're about to find out how bad you screwed up."

"That's what you think." Luppi said as he shot out more of those tentacles, but Grimmjow was able to avoid each of the strikes. "I'll tear you apart."

"Keep dreaming." Grimmjow said as he jumped into the air. "There ain't no way I'm going to lose to you. Gale Spirit's Howl!" Grimmjow shot out his breath attack and it looked like it hit. However, Luppi's tentacle shot out and slammed Grimmjow back to the ground.

"I think it's time I shatter your bones to dust." Luppi said as he shot out another one, but Grimmjow was able to block the attack with one hand and Luppi didn't expect that at all. "How did he do that? If he was stupid enough to block it with his arm, it should have snapped."

"You must love to hear yourself talk." Grimmjow said as he was using all his strength to keep him back. "Then, I'll shut you up. There's no way I'm going to lose!"

…

Igneel

Igneel kept running through the woods to warn the guild about Nohes Espada. He was about to enter the city until he spotted Ichigo and his team.

"Ichigo!" Igneel called out and ran to him. He got Ichigo's attention and everyone saw him.

"Igneel?" Ichigo questioned.

"What are you doing out here by yourself?" Rukia said.

"We're in real trouble and he needs help." Igneel said.

…

Grimmjow

Luppi kept trying to push with his tentacle, but Grimmjow was able to keep it back. Thought it was putting much strain on his right arm. This whole fight has Grimmjow thinking.

'Taking on Fairy Tail. This arrogant idiot is blind as I was.' Grimmjow thought as he reflected upon the biggest mistake he made.

…..

Flashback

As you may remember, Grimmjow was once tried to start his own guild known as Panther Growl. They went against Fairy Tail and tried to kidnap Lucy and Orihime, but failed. After their defeat, all of them went their separate ways. At the moment, Grimmjow was alone at a campfire eating some meat.

"Hey there." Grimmjow turned around and was met with two faces.

"You're Erza Scarlet and Gajeel Redfox!" Grimmjow said with him against both of them. "So what do you two want?"

"What happened to your guild?" Erza said.

"Are they gathering food or something?" Gajeel said.

"Those cowards. They ran off with their tails between their legs after you guys trashed us." Grimmjow said as he tossed the bone of his meat.

"So what are you going to do?" Erza said.

"I don't know." Grimmjow said.

"Let me ask you something. What did being part of a guild mean to you?" Gajeel said. "You acted like a guy who would do anything for money."

"What are you two talking about?" Grimmjow said.

"We're asking what kind of man you are." Erza said. "If you were asked to take a life, would you do it? What reasons do you have for the things you do? If you're willing to do what others tell you and don't hold much reason for yourself, you're nothing more than a puppet, but that's not how we see you, Grimmjow."

"Will you two just get lost?" Grimmjow said. All he ever did was to survive and those two are making it sound like it was a bad thing.

"You know, you remind me of myself." Gajeel said and that was a surprise to Grimmjow. "So how about you do what I did. Come and join Fairy Tail."

"Are you nuts?!" Grimmjow said as he turned to face them. "Why would I want to do that?"

"It's our responsibility to help those who need it." Erza said. "Everyone in Fairy Tail has a rough past, but that helps bring us together. Right now, you're facing a life of isolation and no one deserves that." No one has ever offered their help to Grimmjow before.

"You know I'm the one who trashed your guild hall, right?" Grimmjow said.

"Nothing we can't fix up." Gajeel said.

"I'm also responsible for hurting some of your friends." Grimmjow said.

"I know." Erza said and Grimmjow could feel her power without even looking at her. "An act that I can never forgive, but as the master, I couldn't forgive myself to let someone fall in the shadows."

"I was just like you." Gajeel said. "I lost my way, but Fairy Tail helped me get on the right path. I'm doing the same for you." This was hard on Grimmjow. No one actually helped him before so he didn't know what to think. Erza held out hand for the offer.

"All we're trying to do is point you down the right path." Erza said. "Will you take it?" That was when Grimmjow took the chance and joined.

End of Flashback

…

Grimmjow tightened his grip and was able to crush the tentacle as he remembered all that has happened thanks to Fairy Tail.

"I will not be defeated. I'll never lose to scum like you." Grimmjow said. "Because….I'm a Fairy Tail wizard!" Grimmjow pulled with all his might and Luppi was pulled towards him. Grimmjo pounded him against the face and sent him flying back. "You made a big mistake."

"Let me guess. You're going to say that I made a mistake attacking the king of beasts?" Luppi said.

"No." Grimmjow said as he walked closer to him and build up power. "When you mess with me…..no, when you mess with this guild…..no, when you mess with this family, you pay the ultimate price. Spirit Slayer Secret Art!" Wind gathered around his hands and giant blue nails grew out and gave him claws. "King Panther: Tearing Claw!" He swung his arms and slashed against Luppi as his clothes got torn up and slashed all over his body. Luppi was taken down after that, but went through a lot. He was about to hit the ground, but he was caught. He saw Orihime, Ichigo, and Renji got to him.

"Are you alright?" Ichigo said.

"Yeah, but we got a real problem." Grimmjow said.

"We know. Igneel already told us." Renji said. "Rukia and the others are on their way to the guild to warn everyone."

…

The Others

"This is bad." Rukia said as she and the boys were heading for the guild as fast as they could.

"Noches Espada coming here? What reason could they have?" Uryu said. They needed to hurry for they will be here soon.

…..

The Forest

Orihime was trying to help Grimmjow with his injuries. They were cut off when they heard Luppi still conscious and he was laughing.

"You're all dead. If you had a hard time against me, you doomed." Luppi said. "There's still our master's elite team known as the Eight Hollowed Swords, two generals, and the master himself."

"We're dealing with eleven powerful guys with reinforcements?" Renji said.

"Bring it on. We're not going to run." Ichigo said. He was ready for this fight, but is everyone else?

…

Ichigo: Noches Espada, the most mysterious dark guild in the Balam Alliance, but it appears that is also the most powerful as they have finally decided to make their move. They are cunning, deceptive, and hold an entire army as well as powerful wizards.

Next Time: Swords vs. Fairies

Ichigo: They are willing to go to extremes to obtain their target.