Gray:

The woods seemed endless as Gray, Loke, and Lucy trudged along, occasionally calling out Cana's name.

"Man, we haven't gotten to see any action yet!" Gray moaned, leaning over forwards and sighing.

"I've seen plenty for one day…" Lucy grumbled from behind the ice mage, a look of annoyance on her pretty face.

"Guys, shut up! I think I see something!" Loke grunted from a couple feet in front of them. He had crouched down and peered through the bushes that coated the dark green ground.

Gray and Lucy knelt next to him, jostling each other for a chance to see.

"Are those ruins?" Lucy whispered to her spirit.

"I think so…" he whispered back, before crawling through the thicket, the branches rustling ominously as his orange hair disappeared into the green.

Makarov:

The large gravestone towered over Makarov as he knelt before it. The wind stirred the leaves around him, but he did not stir from his meditation, only muttering, "Mavis...you're here," under his breath.

He slowly opened his eyes as the leaves shook more aggressively.

"To think we led enemies here, to Fairy Tail's holy land…"

The old man shook his head in disappointment, clicking his tongue.

"You must be so disappointed in us...however, I take full responsibility."

The leaves rustled once more.

"I will accept any punishment for this, just, I beg you, please just protect those kids."

A leaf was plucked from a tall oak by the wind and floated gently down into Makarov's lap. He smiled wistfully, twisting it between his fingers.

"Not that they'll need it," he whispered cheekily as he walked out of the clearing.

Lucy:

"Loke! Wait up!" the blonde called after her spirit, jogging to reach him. He was carefully inspecting the decaying stone structure they had uncovered. He glanced over his shoulder as she came closer and flashed her one of his signature grins. She smiled back and pressed herself close against him, peering at the stone over his shoulder.

"You know, I never expected to see you in a hawaiian shirt," Lucy teased.

"Yeah, it was quite the surprise for me too," Gray called from across the clearing.

"It's quite bright!" Lucy added, giggling and stepping towards Gray as he approached. Loke stopped his careful inspection of the ancient inscriptions to lean against the wall and shoot the blond a playful look.

"Aren't I known for being bright?"

"If you mean obnoxious, then yeah, definitely," Gray mumbled, a smile playing on his lips.

Loke shot the ice mage a glare as he taunted, "You're one to talk…"

"I swear, its like of none of you know how hard it is to be around you sometimes…" Lucy grumbled, leaning on top of a crumbled wall.

"Who's the you in that?" the ice mage demanded, although his tone was still friendly and playful.

"Oh, I don't know… you, Loke, Natsu, Sophia, you again, Erza…you...I could go on."

Gray caught the blonde in a headlock before she could get away and gave her an aggressive noogie while she screamed her head off about how long it'd taken her to fix her hair after her fight with Kain Hikaru. And then, suddenly, Gray was flying away from her and Loke was diving towards her, his arms outstretched, as thousands of men suddenly came raining out of the sky and a pillar of smoke rose between her and the ice-make mage.

"LUCY!"

Two voices rang out from either side of Lucy, but she had lost sight of both of her friends. She stood up and turned quickly in a circle, realizing she was surrounded. Whipping out her keys, a thought struck her: "Open! Gate of the ram!"

A poof of pink smoke rose around her, once again blocking her from view, but she could hear the footsteps of the soldiers and the yells of Loke and Gray. Flashes of light shone through her smoke layer, but she retreated into it, tugging Aries along with her.

"Miss Lucy! Where are we going? I sense danger this way!"

Lucy froze as Aries spoke. Her back was pressed up against something cold. She fumbled blindly with her hands, not daring to turn around. She was met with the feel of fur and a small chuckle.

"Did you say Miss Lucy?" an eerie voice broke through the silence that had enveloped her.

"ARIES- NOW!"

Aries shot forward, puffs of pink shooting from her small fists as Lucy leapt around, her whip flashing, nearing the figure's face. A large hand shot up, the whip flailing and wrapping around it. A small grunt came from the figure, but it seemed undeterred. It grabbed onto the whip with its other hand, looping it around it's arms, tugging Lucy closer and closer as it expertly dodged Aries' attacks. The smoke screen had begun to clear and Lucy glanced around, desperately searching for Loke or Gray. The figure's face began to come into view, but Lucy was focusing on her next plan of attack.

Why was my name important to it?

She bit her lip and dug the heels of her boots into the ground, coming to a halt as she tugged back on the whip.

"Who are you? What's it to you if she calls me Lucy?"

The smoke was gone now, revealing her opponent. He had the head of a goat and the body of a man, a cropped suit covering little of his toned midsection. The smile that crept across his features was humorous, but Lucy could tell it didn't reach his eyes, even through the dark sunglasses. He didn't answer her question, only started to pull with a renewed strength. Lucy ripped the whip off of his arm, sending him flying backwards with a screech. He skidded to a halt, his eyes shining behind his glasses. He crouched slowly, his head darting around, before he suddenly leapt into the air, flipping, and landing on a tall, stone, archway. Lucy hadn't realized it, but she had wandered into the ruins under the smoke screen. A mass of soldiers raced towards her. She stepped into a battle stance, expecting an onslaught, but only heard a loud clap ring out across the clearing. The soldiers suddenly disappeared into thin air, small golden sparkles appearing in their wake, the only evidence they had ever been there.

"Lucy!" she heard Loke call. She turned towards the source of the voice and caught sight of the spirit mage and Gray running towards her from the opposite end of the field.

"Watch out!" she yelled, frantically pointing towards the remaining enemy perched far above them. Loke skidded to halt next to her, his eyes wide, sweat pouring down his face. He re-positioned his glasses, staring intently at the goat man.

"What the hell was all that!?" Gray said from Lucy's other side, clearly annoyed by his enemies' sudden disappearance.

"They were too weak to defeat you. It would have been a waste of time," the goat man called from his roost. He was still smiling, his arms crossed over his bare chest confidently as he peered down at them.

"If Grimoire Heart is to create the ultimate world of magic, I will have to eliminate you here and now…"

"Hold up," Gray called, his face a mask of indifference, but Lucy could tell he was upset by the notion. His outburst was enough evidence of his anger.

"What's this 'ultimate world of magic' involve? Don't we already live in the ultimate world of magic?"

The goatman began to guffaw, throwing his head back and clutching his sides.

"You believe that this," he gestured to the world around him, "is the ultimate place for magic to thrive?"

His expression quickly darkened, the glasses falling down his nose to reveal malicious eyes.

"You're delusional if you believe you will ever reach your full potential in this world. Surrender now, and I'll give you the chance to see it...a world with only mages. We will erase all humans incapable of using magic, we-"

"THAT DOESN'T MAKE ANY SENSE!" Lucy screamed over him, clearly angry. Her face was bright red and her hands were balled in fists at her sides. She looked as if she wanted to jump up there and deck him.

"No one will benefit from that! It will be a horrible world!"

The goat man turned to her once more, the same smile creeping across his features as he regarded her.

"Well...then you won't have to see it."

He leapt down from the arch, the earth shattering under him as he landed.

"We have two missions...the first is to obtain Zeref and bring him to Master Hades," he turned sideways, falling easily into a fighting stance.

"The second is to destroy Fairy Tail."

Before Gray could leap into action, Loke calmly stepped forwards, throwing his hand out behind him, stopping the ice wizard from attacking.

"Wait."

He glanced back at Lucy over his shoulder.

"Loke?"

"I'll take care of this guy. Since he's one of the seven kin of purgatory, that means there's at least five more guys like him. You go look for the others."

He turned away from Lucy quickly.

"What are you talking about?! All three of us should take him on!"

"NO!" Loke yelled, a little more forcefully than necessary. Gray cocked an eyebrow at Lucy. She shook her head.

"He uses an ancient type of magic called Human Subordination Magic. It temporarily weakens the magic and battle power of a human. It's also known as ruler magic…" Loke began to glow gold, his hair sticking up on end, his clothes turning into his usual suit.

"But, as a spirit, it has no effect on me."

He looked at Lucy again, a guilty look flashing across his face. She ran towards Gray and started to tug on his arm, trying to get him to walk away from Loke.

"You've probably already noticed, but he's a spirit, too."

"WHAT?!" came an outraged cry from Gray. He looked at Lucy, who looked down, refusing to meet his eye.

"YOU KNEW?"

"He's capricorn, the goat," she whispered, getting a nod from Loke.

"Loke...then that means-"

"Please don't say anything."

Lucy's expression hardened and she took a step towards her spirit, but it was Gray's turn to grab her arm.

"Lucy, c'mon, we're no help here."

"But…"

Gray started to run, tugging Lucy along with him, but she yanked her arm out of his grasp. She turned around and yelled, "But I have to be here for a spirit battle!"

Loke didn't turn, but his voice was louder than Lucy had ever heard him raise it as he screamed, "JUST HURRY AND GO."

She flinched at the harshness. Gray's hand found hers and he said, "He must have some kind of big reason. Just trust him, Lucy."

He began to tug her along again.

"You believe in him, don't you?"

She abruptly turned around once more, this time yelling at the top of her lungs.

"LOKE! YOU'D BETTER COME BACK TO ME, NO MATTER WHAT!"

"That girl…" Capricorn began to mutter, before he was interrupted by a regulus impact to the face.

Lucy squeezed Gray's with a new energy and raced ahead of him as they ran from the clearing.

Loke

"For a moment there, I was beginning to think you had forgotten you were a spirit yourself, Leo."

Capricorn had returned to his signature pose, arms crossed in front of his chest, his expression unreadable, but it was clear the attack had gotten to him. Steam rose off his broad shoulders, a single cut spreading blood across his face.

Loke rubbed his rings, glancing away from his opponent for mere seconds. Then he was flying backwards, Capricorn's head rammed into his stomach, pain blossoming through his torso.

"How many years has it been since you disappeared from the spirit world?" Loke yelled to Capricorn as they flew backwards together.

"Seventeen," came the gruff reply.

Loke sent a kick flying towards Capricorn's stomach, but the goatman dodged, flipping over and landing gracefully about ten feet away. Loke stood up, wiping the sweat from his brow.

"To think you could live that long in the human world...Who is your master?"

"I HAVE NO MASTER!" Capricorn looked up sharply, his glasses slipping down and revealing the bloodcurdling intensity that radiated from his red eyes. "I AM MYSELF A MASTER THAT USES HUMANS!"

He gave Loke a look that seemed to say 'watch', a giddy smile crossing his face.

"Open! Hero of Rubengard," a warrior shot forth from thin air, racing towards Loke like a bullet.

"San Jao Shin!"

A blade struck Loke's chest as Capricorn finished the incantation. The warrior turned and raced towards Loke once more.

"What is this?!" he cried out, clutching his chest and narrowly dodging a fatal attack.

"The young general San Jao Shin, who led the anti-governmental forces to victory in the Rubengard Civil war in x779. The official report is that he went MIA, but really he became my subordinate."

Loke crouched to the ground, his eyes wide in disbelief, blood dripping out of his mouth as he ground out a reply.

"You kidnapped… and can summon a human?!"

Capricorn smiled again, towering above Loke, who was desperately trying to stand.

"Next, allow me to inquire about your master."

Loke's head shot up, an angry rumbling from his throat. He quickly stumbled to his feet.

"Why.."

Capricorn spread his arms out, as if the answer was obvious.

"Why, to make her my subordinate, of course."

He smiled knowingly at Loke as he spoke.

"I already have a hunch, but that blonde women I let get away just now...You want to fight one on one with me? No. You did that so she could get away. What an unpleasant duty, being a spirit is…"

Capricorn grasped his head, remembering Lucy's last order to Loke, whispering it under his breath.

"You better come back to me…no matter what…"

He was transported back to a different time. He kneeled at Layla Heartfilia's feet as she said "You better come back to me, no matter what."

"The similarities are uncanny…" he whispered once more, leaving Loke anxious.

Capricorn's head shot up and he locked eyes with Loke.

"It can't be...that woman…"

Shit...he noticed.

Loke pressed his hand against his chest, attempting to stifle the blood with his thin dress shirt.

Capricorn took a step forward, screaming at the top of his lungs, "THAT'S WHY YOU SENT HER AWAY FROM ME! HER...THAT WOMAN…"

He ground his teeth, eyes narrowing behind the dark shades.

"THAT WOMAN IS LAYLA HEARTFILIA'S DAUGHTER!"

"Dammit…" Loke cursed under his breath, still clutching the wound to his chest.

"I WILL NOT LET HER GET AWAY IN ONE PIECE! WHERE IS SHE?"

Loke stepped forward as Capricorn thrashed wildly.

"As long as that woman exists...I…Open! Hunter of Belparaso! Samagui! Go and destroy Layla's daughter!"

"Yes sir!"

Loke dove towards the hunter, his fist connected with his face. The hunter went hurdling into the ground.

"NOT ON MY WATCH!" he screamed at Capricorn, sweat and blood dripping down his face.

Capricorn squatted, his hands raised in front of him, palms out, as he yelled, "OUT OF THE WAAAAY!"

Six warriors shot towards Loke, but he stomped his foot and he began to glow, blasting the warriors back.

"According to Crux," he said, panting, "Layla made a pact with you twenty years ago. Now, I don't know what kind of deal it was, but that means your current master should be Layla's daughter, Lucy, but even she seems unaware of this fact."

Loke took a step forward, making eye contact with Capricorn.

"Just what happened, Capricorn?"

Capricorn looked down, like a child being scolded by their parent, shame creeping across his features.

"Taboo," he grunted. "Every magic his its own set of rules that you're not supposed to cross, but I broke one of those rules."

He started to laugh maniacally.

"AND AS A RESULT, I GOT THIS! THIS BODY! I'M A GOAT! HILARIOUS, HUH?!"

Loke took a tentative step back.

"What are you talking about…"

Capricorn leaned forward, menacingly. He had noticed Loke's change in attitude.

"You know...I've really started to miss my human form lately. This is perfect timing."

Capricorn raised his hands, shouting, "HUMAN SUBORDINATION MAGIC: HUMARAISE!"

Loke lowered his hands to his sides.

"I'm a spirit...that magic doesn't work on me, remember?"

Capricorn threw his head back.

"Yes...that is one of the taboos. I can't use this magic on anyone but humans…"

He crossed his arms in front of him, forming an x.

"Those who do…"

Loke took another step back, his hands raised to his defense again.

"D-don't tell me...you.."

"WILL FUSE WITH THEIR TARGETS!"

Loke could see the shadow of a man rising above Capricorn's head. Red eyes glowed against the dark background, tearing Loke apart.

Loke's eyes widened as the reality of the situation finally settled over him.

"YOU MEAN YOU'RE ACTUALLY A HUMAN WHO FUSED WITH CAPRICORN?!"

He took another couple of rapid steps back as the shadow grew in size, glowering over him.

"YES! AND NOW I'M GOING TO TAKE YOUR BODY, LEO!"

Loke regained his composure just in time, launching himself forwards with a regulus impact right to capricorn's gut.

"YOU BASTARD!" he yelled as his fist connected.

But the shadow had escaped Capricorn's body and was rushing straight towards Loke.

"Looks like you were a bit too late."

Loke made an attempt to dodge, but the shadow grasped his head and began to screech, "GOTCHA!" as Loke flailed around, violently attempting to reject the shadow.

Capricorn's body fell to the ground, dust rising around him. Loke had stopped moving, an evil glint now in his eye. He walked over to Capricorn and gently kicked his leg.

"Thanks for everything, goat body. After taking a hit from Leo, I doubt you can move though…"

He hunched over, holding the wound on his chest, a sadistic smile spreading across Loke's now cold features.

"I...my name is Leo. Lucy is my master...And by killing her, I will become a complete human."

That's it...Lucy trusts this body, so maybe I can trick her...Or maybe it'd be better to make her into a slave a play around with her for a little while...she's beautiful, just like her mother.

His body twitched. Then a fist connected with his back, a beam of light cutting through his flesh.

"WH-WHAT THE…"

"Regulus is fully charged, it seems, Zoldeo-sama."

Capricorn was standing behind him, the attack had been his.

"That..that name.." Loke whispered.

"AHHHHHHHHHH!" came a shriek from above them as Zoldeo rocketed over their heads.

"Capricorn…" Loke said, smiling.

"Sorry to use such a vulgar method," Capricorn said as he caught Loke and gently laid him on the ground.

"No, no. It's fine. It would have been impossible to separate us otherwise."

Their attention was brought back to the screaming man writhing around on the ground.

"Why..why can you move, Capricorn?!" he said, on the verge of tears.

"Just before you fused with Leo-sama, I received Regulus from Leo-sama."

Zoldeo's eyes widened in shock and he pushed himself to his knees, slowly and shakily.

"Y-YOU MEAN HE TRANSFERRED HIS MAGIC WITH THAT PUNCH?!"

Loke smirked at him, sweat and blood still mixing on his brow.

Zoldeo narrowed his eyes.

"You bastard…" he muttered under his breath as he gazed down at his own hands for the first time in 20 years.

"I...I have my original form back."

But as he watched, his hands began to melt.

"What..What's happening?!"

He looked desperately at Loke and Capricorn as he turned to dust and faded away in front of them.

"It happened twenty years ago," Capricorn began, drawing Loke's attention back to him.

"Layla-sama became fatigued and retired from her mage work. When that happened, Aquarius, Cancer, and I were passed onto three new users. One of them was Zoldeo, he had my key, but at the same time, I made a pact with Layla to protect her family forever."

Loke nodded slowly, making his way to sit on the steps of the ruins behind them.

"So that's why you belong to Lucy…"

Capricorn stood next to him, his head bowed.

"Zoldeo agreed to that at first, but he became slowly swallowed up by the darkness…"

Loke nodded again, glancing up at Capricorn out of the corner of his eyes.

"So...how'd Lucy look to you?"

Capricorn looked straight ahead, his expression as unreadable as ever.

"She is truly Layla's daughter. I can tell she both loves and is loved by her spirits."

Loke turned to him again, hopeful.
"So you'll lend her your power?"

"No."

Loke froze.

"I cannot give my power to Lucy at this point…"

He turned to look at Loke and smiled, sheepishly.

"For it already belongs to her. I can finally return to my original master."