Many battles were going on at the same time in Karakura, but each enemy Fairy Tail is going up against has proven to be a difficult one to beat. However, those who are out of commission are left defenseless. During the battle with Ulquiorra, Grimmjow came to assist Ichigo in this battle. Perhaps two are better than one.

"Gale Spirit's…" Grimmjow was about to attack, but Ulquiorra smacked him across the face and had him hit the wall. Ichigo tried to attack him, but Ulquiorra blocked his fist and slammed him against the floor.

"Grimmjow, take Orihime and get out of here. Remember why we came here." Ichigo said.

"No way." Grimmjow said. "I'm not going to let you have all the fun. If you beat this guy and it's all over, I'm never going to have a chance to fight this guy."

"Such a one track mind." Ulquiorra said. "Even if by some miracle you were able to defeat me, many of your guild members will die. You'll see soon enough."

"Eliminate the Fairies"

…

Gajeel and Levy

Gajeel and Levy were faced with Baraggan, the oldest member of the Eight Hollow Swords. His age is not a meaning for him to be underestimated for a strange dark purple cloud surrounds his entire body.

"Alright, come and get some, old man." Gajeel said as he was ready to fight.

"The mighty Iron Dragon Slayer. With you as my opponent, you'll meet your end very quickly." Baraggan said.

"Is that so?" Gajeel said.

"Gajeel, hold on just a minute." Levy said. "Look at the ground. Look at all the rocks and debris around him." Gajeel looked down to Baraggan's feet and saw the rocks were breaking apart into dust.

"What the hell? What's happening?" Gajeel said.

"Why don't you come and find out?" Baraggan dared.

"This looks bad. I think it might be best to stay away from the cloud that surrounds him and use long-range attacks." Levy suggested.

"Good idea." Gajeel said as he turned his arm into a lance. "Iron Dragon's Lance: Demon Logs!" He fired energy shots from his lance and they were aimed right at Baraggan, but something strange was going on. They were exploding, but Baraggan wasn't getting hit. "How is he doing that?"

"Solid Script: Fire!" Levy formed the word and it was surrounded by actual flames. It flew towards Baraggan, but the same result happened as Gajeel's attack.

"Pointless. You ants cannot stop me." Baraggan claimed.

"I don't get it. What kind of magic is he using?" Levy said.

"All things age and eventually rot away." Baraggan said. "People, objects, even magic suffers the same fate. This cloud I'm producing accelerates that process."

"It what?" Gajeel said.

"It accelerates aging even with magic?" Levy questioned.

"Correct. You two will rot away. Not even your bones will be left." Baraggan said. "I knew from the start who you were…Dragon Slayer. I know you specialize in close-range combat. That's why you are doomed to lose this fight."

'He's right.' Gajeel thought. 'My club and my sword are part of my arm. If I touch that cloud and what he says is the true nature of his magic, I'll rot away to nothing.'

"This is just a waste of my time. I'll end this here and now." Baraggan claimed. He had the cloud swirl in a few places and formed purples spheres that were flickering like they were covered in fire. "Respira Spheres!" Baraggan unleashed the spheres, but Gajeel and Levy were able to avoid it. The spheres burrow through solid stone, but the magic all the spheres blasted the two of them from the impacts and knocked them both to the ground.

"I've never seen magic like this before." Levy said.

"No kidding. It's so dark and you can actually feel the dark clutches of death." Gajeel said. Both of them tried to get back up, but the cloud was starting to circle around them. They had no way of escaping.

"All things are condemned to die." Baraggan said. "You only fear death because you can't fathom it. My power is the only thing absolute in this world and it will teach you that lesson."

…

Wendy

Wendy was up against Coyote Starrk and it would seem he specializes with Gun Magic. His use of it is dangerous because Wendy was down after one shot. Wendy tried to get back up to fight, but Starrk didn't look the least bit interested.

"Sky Dragon's Roar!" Wendy unleashed her breath attack, but Starrk held up one hand and blocked it easily.

"I thought a dragon slayer would put up more of a challenge." Starrk said as he held out his gun. "Zero Flasher." Starrk was able to fire multiple blue blasts at once and Wendy took it all. Wendy was thrown around for all the explosions and rested against the ground with injuries all over her body.

"He's incredibly strong. I don't stand a chance." Wendy realized. Starrk walked over to her and held out both his guns to her. "Story of my life. Those who are weak always fall to my power. Sorry about this. I actually don't want to, but I have my orders."

…

Zommari

Nagato was powerless to defeat Zommari. He gave up the fight so that Lilly and Igneel could live, but he was unconscious. Zommari walked over to the three of them.

"He gave up the fight to save you two, but it was all for nothing." Zommari said.

"Nagato, please wake up." Lilly begged.

"We need you." Igneel said.

"I'm afraid no one will be coming to save you children." Zommari said as he was standing over the both of them. "I will put the three of you out of your agony."

…..

Rukia

Rukia was still unconscious after she was able to defeat Aaroniero. That meant she was left defenseless as another enemy was walking over to her. The second general, Kaname.

"How sad. It's a shame that almost half of the Eight Hollow Swords was defeated." Kaname said as he stood over Rukia. He used his sound magic and could hear she was still breathing and her heart was still pumping. Kaname decided to end it with him pulling out his sword. "Rest, Aaroniero. I shall avenge your death." Meanwhile, Byakuya and Laxus were still fighting Yammy. No matter how much they threw at him, the giant wouldn't go down. During the fight, Byakuya saw Rukia was in trouble.

"Rukia needs help!" Byakuya said as he went to go help her, but Yammy got in his way.

"You're not leaving until we're done here." Yammy said.

"I'll get her." Laxus said as he went to save Rukia, but Yammy swung his leg and hit Laxus. "Damn!"

"Neither of you are leaving until this fight is over." Yammy said. Rukia needed help like everyone else, but no one can save her.

…

Natsu's Team

All of them were on the ground. Aizen has overpowered them without even getting injuries. None of them could believe what was happening. They one of Fairy Tail's strongest teams seemed overpowered by one man.

"Damn. This can't be happening." Erza said as she continued to keep fighting.

"I'm afraid it is." Aizen said. "You shouldn't be so hard on yourself. Fairy Tail has fought many battles and won them all, but you were bound to meet your match and face defeat at some point in your lives."

"Even if you do manage to defeat us, another member will defeat you." Erza said.

"Wrong. You need to have a bird's view of what is happening in the area and witness the elimination of all the fairies." Aizen said. He used wind magic and formed a tornado that tossed her in the air.

"Erza!" Natsu shouted. Erza was thrown high above the city and she could see some of Fairy Tail's best were about to be killed.

"No! Wendy, Gajeel, Levy, Rukia, Nagato, Lilly, Igneel!" Erza shouted. All of them were in trouble and she couldn't do anything to help them.

…

Wendy

"Sorry, but I've got to do this." Starrk said as he was about to fire on Wendy, but he felt something strange was going on. He jumped back as two swords clashed against each other.

"Shucks, we missed."

"We'll get him next time."

"Who are you?" Starrk said. The two people that saved Wendy were Shunsui and a woman with long hair and kept her sword sheathed.

"Shunsui, Kagura!" Two masters from Cherry Sakura and Mermaid Heel arrived just in time. They weren't the only ones.

…..

Gajeel and Levy

The cloud was closing in around Gajeel and Levy with no place for them to escape. It seemed the end, but two geysers of water carried both of them away from the cloud.

"What? Where did that water come from?" Baraggan said.

"That was a close one." A fourth person stepped between Gajeel and Levy and saw it was Harribel.

"Blue Pegasus' master is here?" Levy said.

"Good." Gajeel said.

…..

Zommari

"Farewell, young wizard of Fairy Tail." Zommari was about to use his magic as Lilly tried to protect her older brother, but blasts of ice was shot out and pushed him back. "Who are you?"

"Striking defenseless children? Shameful." The person who saved them was a man with silver hair.

"Wait a minute. You're Lamia Scale's master! Lyon Vastia!" Lilly said.

….

Kaname

Kaname was about to swing his sword down on Rukia, but he heard something else coming his way. He flipped back just as two figures were about to strike him from behind.

"What kind of coward strikes someone who can't even stand?"

"The kind who has no heart."

"You two are the Twin Dragons of Sabertooth. White Dragon, Sting and Shadow Dragon, Rogue." Kaname said. Many of Fairy Tail's friends have came and saved all of them.

…..

Erza

Erza saw their friends arrived and saved all her members. Seeing that gave Erza the boost of moral she needed as she landed down on her feet and still hold the will to fight.

"Looks like you were wrong, Aizen." Erza said.

"I wasn't expecting people from other guilds to be here. How did they know?" Aizen said.

"When we were told of your plans, we sent messages to our guild allies to help us." Erza said. "They all must have saw the light of the tower and knew to come here and just in time. They'll handle your subordinates while we finish you off." Her friends got back up to finish this fight. With their friends help, they still have a chance to win this war.

…

Ichigo

Ichigo and Grimmjow together could hardly take Ulquiorra. This was becoming unbearable for Orihime to keep watching.

"Have you two learned yet that you cannot beat me?" Ulquiorra said. Both of them took a hard beating, but they still refused to give up.

"Looks like we missed most of the party."

"The least we can do is stay until it's finished." Two new voices came into the room and they looked to see Nel and Muramasa have arrived to help as well.

"Nel and Muramasa! What are you two doing here?" Ichigo said.

"Our guilds with others got word on what was going on." Nel said.

"So this Ulquiorra is one of them. I thought something was strange about him when we fought in Magnolia." Muramasa said.

"This is great." Ichigo said. "As much as I like to take Ulquiorra down by myself, I have to think of the greater good. With the four of us, you're the one that doesn't stand a chance, Ulquiorra."

"Don't be so sure." Ulquiorra said. Other guilds have taken part in the battle. The tide of the war has changed and victory might be in sight.

…

Ichigo: Lyon Vastia, an enemy that became friend a long time ago, helps in our cause. The will of an old friend of his flow through him. At the same time, Zommari refuses to give in as he believed Lyon thinks he's better than himself and it drives his will to fight.

Next Time: Arrogance Downfall

Ichigo: Who is the real arrogant one, Lyon or Zommari?