Disclaimer: I do not own Fairy Tail.

WARNING: THERE WILL BE SPOILERS! Read at your own risk. There's still original stuff in here, but if you haven't gotten to this point in the anime/manga, then some things may be ruined for you. I advise catching up to the anime/manga if you haven't already (for more reasons than just reading my story)! Thank you and enjoy!

Fairy Tail—The Master and the Dragon

Chapter 37

"NOW, COME TO MY SIDE, MY GUARDIAN SAINT BEAST, BELCUSAS THE THUNDERCLAP!" Rustyrose cried. In a flash of light, a towering silver and gold monster appeared before Rustyrose. He smirked. "Please show me! I want to see me how protecting your friends can make you strong enough to defeat my dear Belcusas!"

Without even receiving a command, Belcusas charged forward and swung one of its massive fists down upon Elfman and Evergreen. The two were able to leap out of the way of the attack, so Belcusas' fist destroyed nothing but the stone ground.

Elfman stared down Belcusas, prepared for another attack. "Belcusas the Thunderclap, huh? What a manly name!"

"This is not the time to be impressed, idiot!" Evergreen scolded. "Fight him or we'll get killed." She summoned a ball of light in her hands. "Take this you giant freak! FAIRY MACHINE GUN: LEPRECHAUN!" She thrust her hands forward, sending out multiple bolts of magic power. The bolts all crashed into Belcusas and created multiple explosions all over its body. However, when the smoke cleared, Belcusas was still standing, showing no signs of taking any damage whatsoever. "No way. No effect?"

Belcusas quickly retaliated, swinging another massive fist down towards Evergreen.

"Oh no you don't! FULL BODY TAKE OVER! BEAST SOUL!" Elfman cried as he transformed into the powerful Beast. He stood protectively in front of Evergreen, using his powerful forearms to block Belcusas' heavy attack.

Rustyrose stood on higher ground, observing the fight. "I must say, so far I am unimpressed."

Elfman used all his strength to push Belcusas back, forcing the monster to stumble slightly. He turned to Evergreen. "Quick, use your Stone Eyes on him!"

"That only works on humans, moron!" Evergreen snapped at him.

"I wasn't talking about the monster," Elfman said while pointing at Rustyrose. "I meant that douche!"

"I can't do that because he's wearing glasses!" Evergreen yelled again.

"What kind of lame excuse is that?" Elfman retorted. "Why would a pair of specks stop your power completely?"

"And the lover's quarrel continues," Rustyrose cooed.

"We're not a couple!" the two shouted at him.

Rustyrose leapt down from his perch. "Whatever. I grow bored of you two. Belcusas, take care of these weaklings," he said with a wave of his hand.

Belcusas roared before once again trying to crush the two with one of his fists.

Elfman was able to block the attack again, but this time, Belcusas put more weight into his attack so it took all of Elfman's strength just to avoid being squashed.

"Keep him busy!" Evergreen shouted as she ran towards Rustyrose.

"Wait, where are you going?" Elfman asked while fighting back Belcusas.

Evergreen smirked triumphantly. "I finally figured out his magic. He's a Summoner, just like Lucy is. And what do all Summoners have in common? They're physical bodies are weak." Evergreen fired her magic at the ground and created a smokescreen of dust.

Rustyrose covered his eyes with his arm and coughed as dirt entered his lungs. "What a cowardly tactic."

Suddenly, Evergreen appeared from above, magic power charged up in her hand. "I've got you now!"

Without turning around, Rustyrose lifted his right hand. "MY HAND IS A JET BLACK SWORD WITH WHICH I CLEAVE MY ENEMIES!" Evergreen had no time to react as Rustyrose's hand, now a long, claw-like hand, shot out and slashed through her stomach. She cried out in pain as she fell to the ground, blood dripping from her wound and the corners of her mouth.

"Evergreen!" Elfman cried out. It was then that Belcusas lifted his right leg and sent out a powerful kick to Elfman's body. Because he was in his Beast Soul form, no bones were broken, but the damage he received was enough to force him out of his transformation.

"How utterly disappointing," Rustyrose said while adjusting his glasses. "I suppose I should have sought out that other transformer. He would have given me far more excitement."

"Transformer?" Elfman repeated in confusion. "Are you talking about Nikolias?"

"Ah, so that's the name of the boy with black wings, the one who has no magic signature. Interesting. He's one I would like to fight before the time comes because once we have achieved our goal, he will cease to exist."

"Your goal?" Evergreen asked.

Rustyrose held up his hand and created a mist with the picture of a black haired boy inside. "We seek the Black Wizard Zeref, for with his power, we will create the Grand Magic World!"

Evergreen immediately recognized the boy in the picture. He was the same boy who she and Elfman had come across before. The crying boy whose very being gave off the feeling of death. "Impossible. That was Zeref? But he shouldn't be alive!"

"Oh he is very much alive and he is somewhere on this island," Rustyrose said. "And now I must destroy you two and help with the search for Zeref. Belcusas!"

Belcusas roared as he charged again, swinging his fist down at Elfman.

Elfman dove forward to dodge the attack and ran between the monster's legs. He scooped up Evergreen and threw her over his shoulder as he ran as fast as he could. "It may not be manly to run away from a fight, but I've gotta get you some medical attention, Evergreen."

Evergreen chuckled. "Please, I'm fine. Still, running isn't a bad plan. We can't beat that giant monster. It's strong in both offense and defense."

Elfman kept running without looking back. He could feel the shaking of the ground, so he knew the monster was following them. "Yeah no kidding. Not only were your attacks ineffective, but it took everything I had just to hold back his power."

"Well we need to come up with some kind of plan and fast," Evergreen said while watching behind them. "That monster is closing in and fast." Suddenly, she felt Elfman stop short. She turned around. "Why the hell would you stop running?" And then she saw the reason and answered her own question. The two had made it to the edge of a cliff with no way to go but back the way they came or down. Down meant certain death from the force of the fall and back was now being blocked off by Belcusas. Evergreen knocked Elfman on the head. "How could you not look where you were going? Now we're trapped!"

"Sorry," Elfman said. "Had other stuff on my mind."

"Well now what?" Evergreen asked. "I'm seriously low on magic power, so I doubt I can fly away."

Elfman's eyes lit up. "That's it! You're a genius, Ever!"

Evergreen blushed. "Well of course I'm a genius. And don't call me Ev…" However, she couldn't finish speaking, for Elfman had thrown her high into the air. She screamed at the sudden and unauthorized flight.

Belcusas followed Evergreen with his eyes, which is what Elfman was hoping for. He took the opportunity to run behind Belcusas.

"You used me for bait to run away? You bastard!" Evergreen screamed.

Elfman stopped running and turned around. "Who said anything about running? Hey jackass! Don't you know you should never take your eyes off of your opponent?"

Belcusas turned at the sound of his voice, prepared to strike him down.

"FULL BODY TAKE OVER! BEAST SOUL!" Elfman roared as once again, he became the Beast. "Come on you bastard! I ain't done yet!"

Belcusas roared as it attempted to slam its fist on Elfman. However, this was exactly what Elfman wanted. He waited for the right moment before leaping out of the way and allowing Belcusas' fist to slam into the earth. The force of the blow broke the cliff and sent Belcusas plummeting to the ground below.

Elfman, who was now out of his Beast Soul form, dangled from the cliff's shattered edge. He chuckled. "I can't believe that worked!"

"You moron!" Evergreen scolded as she floated back to the ground with her magic wings. "Next time you have a 'brilliant' plan, either tell me what it is or leave me out of it!"

"But it worked, didn't it?" Elfman defended.

Evergreen closed her eyes and massaged the bridge of her nose. "That's not the point."

"So this is the power of love? Remarkable. The trust you must have in each other to enact such a plan," Rustyrose commented as he strolled over to the two. "However, there is no place for it in the new world that we will bring about."

Elfman started to pull himself to safety, but winced as he put weight on his left arm. 'Damn. That monster was able to injure me this badly even while I was in Beast Soul.' He fought against the pain, though. "What is this Grand Magic World that you so badly want?"

"I'm so glad you asked!" Rustyrose beamed. He dramatically thrust his arms to the side. "The Grand Magic World will be a wonderful place where only those who use magic will be able to live! All non-magic users and those who are deemed unworthy of the honor of living there shall be eliminated."

"You plan on killing everyone who doesn't use magic?" Evergreen asked in disbelief.

"Yes. It will be a marvelous place," Rustyrose said in adoration.

"Do you even realize how many people you would be killing?" Elfman said as he continued to push himself up and onto the cliff's flat surface.

"Of course, but it's not like it matters. They are filthy beings and must be exterminated like the insects they are," Rustyrose replied.

Elfman shakily got to his feet, for his magic energy was beginning to fade. "That's disgusting," he murmured. "Killing innocent people for your own twisted ambitions. The lot of you are no better than that bastard Gorn."

"You know Gorn?" Rustyrose said in surprise. "He and his guild, Bloody Moon, would have been a grand addition to our cause. Unfortunately, they all but vanished not too long ago. However, it does serve a wonderful purpose, for it emphasizes my point. While their views closely resembled ours in some ways, they were too weak and therefore were destined to die before the creation of the Grand Magic World could come to be."

Elfman clenched his fists. "I won't let you do this. I won't let you kill all of those innocent people."

Rustyrose laughed. "Oh? You won't let me? Now why is that? Why would you care what happens to any of them? You don't know them. Oh wait. I may have it. It's because they pay you money. You can't live without their money, can you?"

"It's nothing like that," Elfman growled. "Yeah, we need the money and people pay us, but that's not why we do it. We help these people because they have no one else to turn to. Sure, we get compensation for our services, but the money isn't the end goal. We wanna make this world a better place and little by little, I think we're getting there. So I'm not gonna let you go through with your plans. It wouldn't be manly to allow you to destroy what we've built."

"I would love to see how you plan to stop me," Rustyrose taunted.

Elfman charged forward and threw out a punch that Rustyrose easily dodged. "Can't you see that without people who can't use magic, this world would be a terrifying place?"

Rustyrose smirked as he transformed his arm into the Jet Black Sword. He thrust it forward, striking Elfman repeatedly. "Such beliefs are yet another reason why you must be eliminated here and now. There's no place for your kind in the Grand Magic World!" He thrust forward once more, slicing through Elfman's side and spraying blood into the grass below. He grinned victoriously, but it faded when he found that he couldn't retreat his arm. "What?"

Elfman grinned despite the pain, his left arm gripping the Jet Black Sword tightly so that it wouldn't escape. "Thanks, pal," Elfman said. "I needed a new arm." Elfman held up his right arm as a magic circle enveloped it. In a flash of light, Elfman's right arm had become the Jet Black Sword.

Rustyrose scowled at him. "You dare steal my creation? Have you no integrity?"

"Whatever works," Elfman smiled as he thrust forward with his new arm.

Rustyrose quickly held up his left arm to block. "MY ARM IS A GOLDEN SHIELD THROUGH WHICH NO OBJECT CAN PASS!" In a flash of light, Rustyrose's left arm became a massive golden shield that blocked the incoming attack. He smirked. "You cannot hope to win." And then he felt his eyeglasses leave his face. His mouth hung open in shock as Elfman used his free, human hand to grab Rustyrose's glasses and crush them in his monstrous grip.

Elfman smiled. "Sorry, but this was just a distraction. Now, Ever!"

Evergreen whipped off her glasses. "Alright then. Let's see how you look as a stone statue, you drama club reject! STONE EYES!" Evergreen's eyes glowed as she attempted to turn Rustyrose to stone.

Rustyrose's eyes went wide before he began screaming in fear. He made to shield his eyes in an attempt to nullify the effects.

Evergreen watched with satisfaction as Rustyrose writhed in fear and pain. And then…

…he laughed.

"Drama club reject you say?" Rustyrose asked as his right arm became a Jet Black Sword that struck Evergreen and sent her crashing to the ground.

"Ever!" Elfman roared, causing him to switch his attention—an act that made him vulnerable.

Rustyrose swung his arm again and smashed it into Elfman's wounded side. He watched as Elfman fall to the ground. He watched it all through his dark spectacles.

"No," Elfman muttered.

"So that's why my spell didn't work," Evergreen mumbled. "But…how?"

"I thought my performance was pretty inspiring," Rustyrose said.

"How?" Elfman asked. "Your glasses…I destroyed them with my own two hands."

"And thus you see the power of my magic! I cannot be defeated and I won't be defeated. For you see, the magic I possess is a Lost Magic known as the Arc of Embodiment. In other words, if I can imagine it, then it can become a reality," Rustyrose explained.

"I've never heard of such magic," Evergreen said.

"Well then you're in for a treat, for your deaths will come at the hands of my Arc of Embodiment Magic!" Rustyrose thrust his hands into the air. "COME TO ME MY TOWER OF DIGNIR! ERASE THEIR EXISTENCE!"

A slow rumble could be felt beneath the ground. Moments later, a massive tower sprung from the ground, trapping Elfman and Evergreen in its power.

Elfman looked around. "Damn. This doesn't look good."

"Elfman."

Elfman turned to see a teary Evergreen. "Ever? What's wrong?"

"I'm sorry," she apologized. "If I wasn't your partner, I'm sure you would have been S-Class by now. I'm sorry that I failed you."

Elfman blinked. "Are you kidding? Ever, the only reason I got this far was because you were my partner."

"Elfman…," she sobbed.

"Thank you for being here with me, Ever," Elfman smiled at her.

The two reached for the others hand.

"Elfman, I need to tell you something," Evergreen said.

"Yeah?"

"I lo—."

However, she couldn't finish her sentence, for Rustyrose had activated his magic. "NOW WANE TO THE ENDS OF DARKNESS!" With a snap of his fingers, the tower exploded, unleashing incredible amounts of magic power.


"So…anyone wanna tell me what the Seven Kin of Purgatory is?" Gracie asked while resting her halberd on her shoulder.

"They're the strongest fighters in Grimoire Heart," Erza said, never taking her eyes off of Meredy.

"Really?" Gracie said, astonished. "She's one of the strongest fighters in Grimoire Heart?"

"Yes," Meredy said.

"So why are you here?" Gracie asked.

"We seek to create the Grand Magic World," Meredy responded.

"What the hell is that?" Gracie asked.

"It's a world where only those deemed worthy can live. That means all non-magic users and a large portion of wizards will be eliminated," Meredy explained.

"What kind of sick world is that?" Erza asked.

Gracie's eyes narrowed. "Like hell I'm gonna let you do that! If what you say is true, then that means Niky would die, and I ain't about to let that happen!"

Meredy blushed and looked away. "He must die for our dreams to become a reality."

Gracie smirked. "You do realize that it's three against one, right girlie?"

"I'm more than capable of taking on the three of you," Meredy responded, returning a glare at Gracie.

"Does she know dems fightin' words?" Gracie asked Erza.

"She's cocky, that's for sure," Erza responded.

"I have all of the information that I need to eliminate you. Juvia Locksear, former member of the Phantom Lord guild's Elemental Four. Her magic is that of water. Erza Scarlett, otherwise known as Titania, is Fairy Tail's strongest female wizard. Her magic is that of requipping. Finally, Gracie. Unknown information other than that she fights using weapons," Meredy said as she relayed her knowledge.

"Someone's been doing their homework like a good little girl," Gracie said. "Unfortunately, it sounds like you really do know shit about me and what I'm capable of."

"While it is true that I know very little about you or Niky," she began, blushing at the mention of Nikolias once again, "I know enough to defeat you."

"Okay seriously, why do you keep blushing every time Niky's name comes up?" Gracie asked as she raised her eyebrow.

Meredy's blush intensified. She shook her head violently. "Irrelevant information."

"Juvia wishes to get this over with so that she can get back to her beloved Gray-sama!" Juvia said as she wriggled around. "What if he's in danger? What if he needs my help? I need to be at his side to protect him!"

"Snap out of it, Juvia!" Erza barked.

"Yeah, Juvia. Do you really think that Gray is in that much trouble? He's pretty strong you know," Gracie added.

"Well no, I don't think he's in any serious danger, but…"

"Then have some faith in him," Gracie interrupted with a smile. "I wanna be by Niky's side, but I have faith in him to be okay until I can get to him."

"Enough talk," Meredy commanded. She had finally calmed down and the mention of the one called Niky was making her feel flushed again. "I must complete my mission now. MAGUILTY SODOM!" Upon command, blades of magic power appeared all around Meredy.

"No way!" Gracie exclaimed.

"She can summon weapons just like Gracie and I?" Erza asked.

"Go," Meredy commanded as the blades of magic power shot towards the three female wizards.

Erza dove out of the way, easily dodging all of the blades.

Gracie threw her halberd up and backwards, allowing her to perform a series of back hand springs and back flips that allowed her to gracefully dodge all of the blades. She landed on her feet and caught her halberd in her hands, prepared for another attack.

Juvia stood completely still. "Nice try, but your attacks will do nothing to Juvia's body. It's made entirely of water!" Suddenly Juvia felt sharp pains shoot through her body as a couple blades connected with her skin. She shrieked and fell into the water, clutching her wounds.

"Juvia!" Erza and Gracie called out together.

"Juvia doesn't understand," Juvia said. "How can your attacks hurt Juvia?"

"My blades strike the pain receptors in the body directly," Meredy explained. "One might say that they are blades of sensation."

"I've never heard of magic like that," Gracie said. "Sounds and looks powerful, though."

Meredy summoned more blades of magic power and sent them all towards Juvia. With all of the pain she was in, Juvia had no chance to dodge and all of the blades crashed down into her body. Loud screams echoed across the swamp land as Juvia's body was torn and beaten.

"Why are you attacking Juvia so ruthlessly?" Erza demanded as she changed into her Heaven's Wheel Armor.

"She is number 13 and therefore must be eliminated quickly so as not to waste time," Meredy said. "Erza Scarlett is number 4."

Erza lunged at Meredy. "What does that mean? What do those numbers mean?"

Meredy leapt out of the way and sent blades of magic power to surround Erza. "The number assigned to each person designates the order in which I need to kill them."

Erza deflected all of the blades with her blades easily. "What a nonsense ranking."

Meredy then sent more blades at Juvia, who, once again, couldn't evade or defend. She cried in pain as more agony shot through her body.

"Juvia!" Erza cried.

Gracie lunged at Meredy. She swung her halberd at Meredy, but Meredy was able to easily leap out of the way, causing the axe blade to bury itself in the mud. "Damn, I missed," Gracie cursed as she pulled her halberd from the bed of mud. "Hey, what number am I?"

"Gracie, does that really matter?" Erza asked.

"I'm curious," Gracie pouted.

"You don't have a number," Meredy responded. "Killing you will simply be a bonus."

"Rude," Gracie huffed. "I want a number, too. Well, I guess I'll just have to survive without." She lifted her halberd and pointed it at Meredy. "You, on the other hand, have to pay. No one hurts one of my friends and gets away with it."

"I will get around to killing you shortly, but first, I must eliminate the rain woman," Meredy said. "Then I will kill you and then number 4."

"Can you at least tell me who's in front of someone as strong as Erza?" Gracie asked.

"Number 3 is Gildarts, but I can sense that he is no longer on the island. Number 2 is Makarov, but Master Hades already took care of him."

"No way," Erza said. "Master Makarov was defeated by Grimoire Heart's master?"

"Who could possibly be ahead of Master Makarov?" Gracie asked. "Is it Niky?"

Meredy blushed. "No. I have no intention of killing him."

Gracie got a mischievous grin. "Oh, I get it. Does someone have a crush on Niky?"

Meredy went bright red before summoning more blades and sending them at Gracie. "Die!"

Gracie leapt out of the way. "Oops, struck a nerve," she giggled.

"Number 1 is not that man. No, my number one target is none other than Gray Fullbuster!" Meredy cried as multiple blades appeared around her. "After all of the pain he put Ultear through, I can never forgive him. If I ever see that man, I will tear him limb from limb!" The blades rushed towards Erza and Gracie.

The two prepared themselves to block, but were prevented from doing so when a massive wave of water shot out of the swamp and knocked away the blades. The two turned and were surprised by what they saw.

Juvia rose from the water on shaky legs. Her body was cut all over. Bruises covered her skin. Her head hung as she took in labored breaths. "How dare you," she growled.

Suddenly, dark clouds filled the sky and a downpour began.

"Whoa," Gracie said. "What the hell happened to the weather?"

Erza immediately knew what was happening. "Juvia! You need to calm down!"

Juvia swayed closer to the two Fairy Tail mages, her body threatening to give out any second. "Why should Juvia calm down?" she asked. "She has threatened Juvia's beloved. Why should Juvia accept that?"

"Well you shouldn't, but still…," Erza began, but found herself at a loss for words.

"Juvia? You okay in there?" Gracie asked.

Juvia's attention was on Meredy now. "If you so much as think about carrying out that threat, Juvia will kill you with no hesitation." She lifted her head to reveal wide eyes and face of quiet anger.

"Wow, scary face," Gracie commented.

Juvia lifted her hands and sent a blast of water at Meredy. It connected with her small frame and sent her crashing into a tree. She then summoned large amounts of water from below. "WATER NEBULA!" Two waves of water shot up at Meredy, sending her flying into the air.

Erza could only watch in amazement. "Incredible. Her fighting is nothing like it was before."

Gracie smiled as she watched. "It's not like I haven't seen something like this before. She loves Gray and the thought of losing him gives her the strength to fight for him. It's not unlike what Niky did when he was protecting Mira."

"You're right," Erza said. "She's fighting with her emotions, but it's not clouding her mind, so she's getting strength from it. Her strong feelings for the one she loves are giving her power."

Gracie nodded. "Yeah. It's quite a sight."

Juvia leapt up, her fist surrounded by water, and punched Meredy down to the water below, forcing her to splash down forcefully. She landed and without turning around called out, "Erza! Gracie! Go find and help the others! Juvia can take care of this!"

Gracie allowed her halberd to disappear. "You got it, Juvia!"

Erza requipped back into her bathing suit. "We know that you can do it. Best of luck! Don't worry, we'll find everyone." With that, the two ran off.

Meredy summoned more blades. "You're not going anywhere!"

Juvia reacted quickly. "You won't stop them!" She raised her hands and summoned two waves of water and smashed them into Meredy.

Meredy shot out of the water and summoned her magic power again. "MAGUILTY RAYS!" Upon command, the magic power shot down towards Juvia as beams of light.

"WATER SLICER!" Juvia shouted, completely countering the attack with her own.

Meredy landed and gritted her teeth. "Don't make this anymore difficult. Just die already, 13!"


Ultear wandered Tenrou Island, searching everywhere for the legendary Black Wizard. "My journey has been long and treacherous," she mumbled, "but soon, it will all be worth it. Soon I will have Lord Zeref."

"You're looking for me?" came a voice behind Ultear.

She whipped around. "Who's there?"

A man with a black robe with golden trim stood before Ultear. Around his torso was a white toga and around his neck was a circle necklace. His hair was jet black and his eyes were red and angry.

Ultear could barely contain her joy. "Lord Zeref."

"So you're the ones who are causing the turmoil on this island," Zeref said. "You have made me very angry."

"At last, I have found you Lord Zeref," Ultear said as she dropped to her knee and bowed.

"You seek my power?" Zeref asked.

"It is your entire existence that we seek," Ultear said. "And we have the keys to awaken you."

Zeref glared at her with his rage-filled eyes. "I won't get involved in this era. I order you to leave this place."

Ultear couldn't believe what she was hearing. After all this time, she finally found Zeref and he was refusing to help her. 'Is Zeref's state of rest really like this?' She looked up at him. "But my Lord…" However, she couldn't finish her sentence, for she suddenly felt a terrifying aura. Her body trembled as sweat rolled down her face.

Zeref stared at her. Without saying a word, he lifted his hand and created a large black orb in the palm. "DEATH ORB!" he said softly before firing the orb directly at Ultear. She was able to dive out of harm's way as the orb bore a hole through the rock face behind her. Once the orb made it through to the other side, it vanished.

Ultear stared at the hole. 'If I'm not careful, that will tear right through me as well.'

Zeref summoned another Death Orb and fired it at Ultear.

"FORWARD ARC OF TIME!" Ultear cried. Using her magic, Ultear broke apart a boulder behind her and sent the rubble to block the orb. The orb tore through the rubble, but Ultear's tactic worked as the orb vanished. Ultear dropped to her knees, for the Death Orb's very presence was enough to weaken her.

Zeref's anger had not lessened. He glared at Ultear as he created yet another Death Orb.

Ultear gritted her teeth. She knew she didn't have the strength to avoid this orb as well. She thrust her hand forward. "SPEEDING FORTH THE FLOW OF TIME, I WILL TRAP YOU IN ITS COURSE!" Seedlings sprouted from the ground around Zeref and, with Ultear's magic, quickly grew to full size trees that twisted around and trapped Zeref.

Zeref's Death Orb disappeared as he gripped his head. "No. Here it comes. The Predatory Death."

Ultear watched with curiosity as Zeref fought against the pain.

Suddenly, Zeref cried out as a black haze surrounded him and shot out in all directions, destroying all trees in the area, including his prison.

Ultear saw the haze fast approaching and quickly summoned one of her orbs. The haze collected in the orb, but Ultear had to fight against the power to keep it from overwhelming her. After a while, the haze was completely absorbed. Ultear panted heavily as she let the orb fall to the ground and shatter.

Zeref fell to his knees, his eyes now black.

Ultear saw her chance. She recognized that Zeref was weak now. "ARC OF TIME!" she cried as her orb began to shine and reverse back in time to when it was whole and untainted.

"Please, tell me who you are!" Zeref begged. "Why are you here?"

"LUMINOUS MINUTES!" Ultear shouted as she threw her orb into the air. The orb then began to glow and multiply before shooting down as beams of light. Each beam collided with Zeref's body as he shouted in pain, causing him to collapse on the ground.

Ultear continued to pant as she looked down at Zeref. "While you are powerful, in this current state, you were no match for me, the leader of the Seven Kin of Purgatory."

Zeref tried to push himself off of the ground, but simply didn't have the energy as he collapsed again, completely unconscious.

Ultear laughed wildly. "Finally! Finally he's mine! Lord Zeref is finally mine!"


"What do you mean you won't get a good fight?" Mira asked.

Azuma closed his eyes. "When I first arrived, my opponent was cats and children. No offense, but I was hoping for a better challenge than two young women."

"So he's already run into Happy and Wendy's teams," Lisanna said, fearing for the safety of her fellow guild mates.

Azuma lifted his hand. "I have to start my assignment now and hopefully find someone stronger to fight later on." Little lights flickered in front of Mira and Lisanna before exploding.

Fortunately, Mira and Lisanna were able to get out of harm's way before the explosions went off.

"I can see you're quick on your feet," Azuma said. "However, running will do nothing for you but prolong the inevitable."

"Who's running?" Lisanna said as she leapt into the air. "TAKE OVER ANIMAL SOUL: WINGS!" Lisanna's whole body glowed before revealing bird-like wings for her arms and bird-like legs and talons for her legs and feet. She flew at Azuma, attempting to slash at him with her talons.

Azuma lifted his hand and easily blocked the attack by grabbing one of her talons. "You'll have to do much better than that."

Lisanna grinned. "You mean like PENGUIN!" In a flash, Lisanna's whole body became a massive penguin.

Azuma was able to leap away before Lisanna could land a kick with her massive webbed foot.

Lisanna quickly switched to her Rabbit form. "I may not be the strongest, but if you think I'm weak, you'll be sorry."

Mira watched in awe. 'When did Lisanna become so adept at changing forms so quickly? It's such an advanced technique.'

Azuma grinned. "I admire your confidence. Perhaps you can entertain me a little." He lifted his hand and summoned more flickering lights in front of Lisanna before exploding them.

Out of the following cloud of smoke, Lisanna shot out in her Bird form. "I'm not done!" she cried before switching to her Tigress form. She landed on the ground and began slashing at Azuma as fast as she could.

Azuma dodged every single blow with relative ease before once again creating an explosion in front of Lisanna. The resulting explosion forced Lisanna back towards Mira as she took some damage. "Your Take Over skills are quite impressive."

"Don't think I'm done yet," Lisanna said.

"Lisanna, don't push yourself too hard," Mira said with concern.

"I'll end this quickly," Azuma said as he lifted his hand once more, creating multiple explosions in front of Mira and Lisanna and blowing them several feet backwards. The two fell to the ground, burn marks covering their skin.

"We won't be defeated so easily," Lisanna said.

"Your tenacity is to be commended, but you are beaten," Azuma said.

"Like hell we are!" Lisanna threw back. "We have to fight to defend this base camp so that everyone else can find us and regroup! We're fighting for our friends!"

"I don't care," Azuma said. "If you care that much for your friends, then it's good that you can all die together here." Suddenly, Azuma felt a presence behind him. He was able to react quick enough to block a strike from behind, but the force sent him sliding backwards. He looked beyond his guard to see Mira standing there, a look of anger on her beautiful face. 'What is this?' he thought t himself. 'I didn't sense any magic power coming from her before and now I can feel this incredible pressure. What is this power?'

"Lisanna," Mira said while staring down Azuma, "go find the others and help however you can. I'll distract this guy."

"No way, Mira," Lisanna said as she stood up, her Tigress form disappearing from lack of energy. "I'm going to help you fight. I won't leave you alone."

"You're so stubborn," Mira said with a smile. "Alright. It's not like I can change your mind." Her smile vanished as she glared at Azuma. "And you. If you think you can just walk in here and threaten my friends, my family, and my love, then you're in for a world of hurt!"

Azuma chuckled while raising his hand. "Is that so?" Tiny lights flickered in front of Mira and Lisanna, exploding with even greater force and knocking them both backwards. They hit the ground hard and struggled to their knees. "You can't win with spirit alone. You need skill as well."

"Mira, you need to use Satan Soul," Lisanna said.

"I can't," she said. "I'm still recovering from the last time I used it."

Azuma smirked. "Wait. I know you. You're both from the legendary Strauss family. And that means you must be the one they call the She-Devil."

"That's who I used to be," Mira said. "Times have changed."

"But she's still just as strong as ever!" Lisanna shouted as she got to her feet.

"Lisanna!" Mira warned.

"Now that's a fight that I could enjoy. Alright, She-Devil. Show me your strength," Azuma said.

"Were you not listening? That's not who I am anymore," Mira said.

"So in other words, you're refusing to fight me with your full strength," Azuma said.

"Don't worry. I'm still ready to fight you," Lisanna said.

"Lisanna no," Mira said. "You need to get out of here and go find the others. This is a fight that we can't win."

"I greatly desire to fight someone who is an actual demon. However, since you are refusing to give me the fight I desire, I'm afraid that you have forced my hand," Azuma said while lifting his hand. Massive and thick roots shot out of the ground and wrapped themselves tightly around Lisanna. On the roots appeared a small clock that read 180 and slowly began to tick down.

"Lisanna!" Mira cried as she desperately pulled at the roots.

"It's no use," Azuma said. "In three minutes, that will explode and kill your sister. The only possible way to save her is to fight and defeat me. So will you not fight me now?"

Mira's face twisted in anger as she tried desperately to pull on the roots.

"Mira, just run," Lisanna said. "Forget about me. You don't have the strength to beat him."

Mira turned away. "Like hell I do!" she exclaimed as a magic circle appeared above her. In a flash of light, Mira had transformed into her Satan Soul form and glared at Azuma with rage-filled eyes. 'I don't have a lot of time in this form. I need to beat him quickly.' She dashed forward with incredible speed, landing a powerful kick into Azuma's stomach.

"Yes!" Azuma said as he went flying through the air. "This is what I wanted!" He redirected his body and sent mini explosions at Mira. They exploded all around her, but Mira simply flew out of the smoke unharmed. She charged again. "Such power!" Azuma summoned massive roots from the ground that wrapped around Mira's arms, legs, and tail, halting her movements. "Now, CHAIN BURST!" Powerful explosions moved their way up the roots until they reached Mira.

However, Mira was able to escape just before the explosions hit her. The force of the blasts did force her awkwardly into the air, but she easily redirected herself and shot down like a rocket towards Azuma. With a battle cry, she threw a powerful punch at Azuma.

Azuma easily blocked it, however. "Yes keep going!"

Lisanna could only watch from her death trap. "Mira is so incredible," she breathed.

Mira used every bit of strength she had, throwing continuously powerful punches and kicks at Azuma.

Azuma easily blocked or dodged each one. 'This is what I wanted. This power. I can feel her incredible power. She's giving it her all. Finally, a thrilling fight!'

"Release my sister!" Mira roared at him as she continued her relentless assault.

Azuma only smirked as he continued to block or dodge.

Mira tried her best to resist, but the worry was too great. She had to know. She looked back at Lisanna, seeing that the number on the clock had dropped all the way to 62 seconds.

Azuma's smile vanished as he summoned roots that shot into Mira's stomach, knocking the wind out of her and flinging her into the air. "How dare you look away! You should know better than to turn your back on an enemy." He lifted his hands. "BURST CLAW!" Waves of explosive power flew at Mira along the roots and collided with her, creating powerful explosions.

"MIRA!" Lisanna cried out.

Mira flew out of the smoke and aimed her body towards Azuma, a ball of Darkness Magic charging in her hands. "EVIL EXPLOSION!" Mira roared as a beam of Darkness Magic shot down like a beam, destroying a large area where Azuma stood. Mira flew down and landed, waiting to see if Azuma was indeed finished. And, much to her dismay, Azuma still stood, roots surrounding him like a dome. 'Damn. Those roots must have protected him.'

Azuma laughed. "I love it! This is exactly what I wanted."

Mira gritted her teeth. 'I can't beat him. He's too strong and I don't have enough power.' She glanced back at the clock and saw that the time was nearly out. Without hesitation, she turned around and flew towards Lisanna, embracing her in a hug.

"What are you doing?" Azuma roared. "The only way to save her is to beat me! You have to keep fighting!"

"Mira?" Lisanna asked.

"I'm sorry," Mira said as she left her Satan Soul. "I can't beat him. Not the way I am now. He's too strong. But it's okay, because I have faith that someone else in the guild can defeat him."

"Mira, what are you saying?" Lisanna asked. "You're giving up?"

"Sometimes you need to know when you've been beaten, Lisanna. And I've been beaten," Mira said. She put her forehead against Lisanna's. "Don't worry, Lisanna. I'll protect you. I won't lose you again. I love you Lisanna. And please, tell Nikolias that I'm sorry and that I love him."

"Mira…," Lisanna sobbed as tears stung her eyes.

And then the timer hit 0, resulting in a massive and destructive explosion.

A thick smoke covered the area and Azuma stood staring at it, waiting to see the results of his work. When the smoke cleared, he could see the She-Devil lying on top of her sister.

Lisanna's eyes slowly opened. "Ouch," she muttered. Then she noticed Mira lying on top of her. "Mira? Are you okay?" However, there was no response. "Mira?" she asked again, this time rolling her gently so that she could look down at her. She could see Mira's eyes closed. "Big sis? Hey, wake up! Mira!"

Mira's head rolled back and hung lifelessly from Lisanna's arm.

"Mira! Hey, you need to wake up. You can't leave me. You can't leave Nikolias. You love each other, so you need to wake up and be with him," she said softly, tears rolling down her cheeks. "Mira, wake up. Please wake up! MIRA!"

Azuma closed his eyes. "It didn't have to be this way." He turned to leave, but before he could react, a powerful punch connected with the side of his face, sending him crashing through several thick tree trunks.

Lisanna heard the noise and looked up with tear-filled eyes. Though her vision was blurry, she could still see who it was and her eyes widened in surprise.

Standing there, panting heavily with a look of sheer rage on his face was Nikolias as he stared in the direction that Azuma flew. His wings were spread out as if he were prepared to fly at any second and his black blades were gleaming in the light of the fires. Shadows were dancing around his fist from the Shadow Dragon Fist that he threw at Azuma. His teeth were dragon-like as a snarl graced his face.

"Nikolias?" Lisanna whispered.

Nikolias turned his head and his eyes widened. The shadows disappeared, he retracted his wings and blades, and ran to Mira and Lisanna. He dropped to his knees as he cupped Mira's face gently. "Mira. Mira, wake up. You can't leave me," Nikolias whispered. He then put an ear to Mira's chest.

Lisanna closed her eyes and started to cry more heavily. "Nikolias, I'm sorry. I was too weak. I couldn't protect her. She had to protect me. It's all my fault. I'm so sorry." Then Lisanna felt a gentle grip at the back of her neck that forced her head forward until her forehead was resting against Nikolias'. She opened her eyes and looked at him in confusion. "Nikolias?"

"It's not your fault," he whispered, his eyes closed. "It's my fault for leaving. I sensed danger and went to investigate instead of staying here to protect you two. Lisanna, I know that you fought as hard as you could and I know Mira did as well. Both of you are strong, don't forget that."

Lisanna began to cry even harder.

Nikolias pulled back and lifted her chin so that she was looking at him. "Mira's still alive, Lisanna, even if it is barely. We can still save her."

Lisanna nodded, unable to formulate words.

Nikolias' ears twitched and his head turned slightly. He then stood up. "Lisanna, take Mira and get out of here. Things aren't finished here."

Lisanna looked up at him and then noticed that Azuma was walking back over.

"Lisanna, run now!" Nikolias roared. "I've already allowed you and Mira to get badly hurt. If anything else happens to either of you, I would never forgive myself."

"Nikolias…," Lisanna breathed, tears rolling down her cheeks still.

"Go now!" he roared.

Lisanna sniffed and nodded. She picked Mira up in her arms and started to run off.

"Be careful," Nikolias said to Lisanna, even though she couldn't hear him. He glared at the approaching Azuma.

Azuma grinned. "I couldn't sense you approaching. Impressive. You don't use magic, right? Yet I can tell that you are extremely powerful."

"I'm full of surprises," Nikolias said.

Azuma halted and laughed. "Another challenging opponent! This must be my lucky day."

"I'm more than a challenge. I'm your worst fucking nightmare," Nikolias growled.

"I can tell you will be a strong opponent. While I sense no magic coming from you, the pressure you give off is even greater than that of the She-Devil," Azuma chuckled.

"You dare mock her strength?" Nikolias hissed.

"She was strong, but she's nothing compared to you," Azuma said.

Nikolias clenched his fists. "You made two big mistakes, pal," he said.

"Oh? And what would they be?" Azuma inquired.

"Mistake number one; you hurt Lisanna and my Mira and I will never forgive you for that," he said.

"It was my mission to eliminate the members of Fairy Tail, so I'm sorry, but it wasn't a mistake," Azuma said. "Now what's mistake number two?"

"Mistake number two…," he began, but then paused. Shadows erupted all around Nikolias and whipped around him. The force of the shadows made the very ground shake. "…YOU PISSED ME OFF!"