I would like to thank everyone who reviewed, favorited or followed this story since I updated it.

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"In a land far far away lies the Kingdom of Fiore, a small and peaceful nation of 17 million, and a place filled with magic. Found in every home, bought and sold in every marketplace. For most people, magic is merely a tool, a mundane part of everyday life. For some however, magic is an art, and they've devoted their lives to its practice. These are the wizards and mages, and banded together into magical guilds, they ply their skills in search of fame and fortune. Many such guilds dot the landscape of Fiore, but there is a certain guild in a certain town that stands high above the rest of them, one from which countless legends have been born, a guild that will no doubt continue to create legends well into the future. This guild is known as Fairy Tail."

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"Hidden away in the East Forest of Magnolia one will find a tree house that is home to an old friend of Master Makarov. She is Porlyusica, a semi active long time member of the Fairy Tail guild and a highly skilled healer, but she lives a life of seclusion because of her hatred of mankind. Her specialty is in the treatment of ailments that were caused by magic, which is exactly why Master Makarov had been brought to her by Alzack and Bisca."

Porlyusica prepared a potion for Makarov, but then proceeded to slap his unconscious form across the face "That was long overdue and well deserved."

"Hey!" Alzack and Bisca didn't waste any time in rounding on her "What the hell did you do that for? We wanted you to cure our master, not make him worse!"

"It's what he deserves for pushing himself as hard as he did at his age, honestly he's such an old fool. In the meantime don't you two think you should be leaving now, I'm sick of looking at the two of you!"

"Well can you at least tell us what his condition is? We want to do what we can to help you take care of him."

"Just go home already, those ridiculously worried looks on your faces will only aggravate his condition. These symptoms suggest someone used a powerful wind spell on him, my guess would have to be the spell known as Drain. This is a terrible spell that drains its victims of all of their magical abilities, their powers then drift along with the wind until they have dissipated completely. If you only you had been able to gather Makarov's powers when they were initially drained then he could've recovered quickly, but as things stand now it'll take quite a great deal longer."

"How long do you think? I'm sure the others will want to know."

Porlyusica paused, then rounded on Alzack and Bisca again "Why the hell are the two of you still here?!"

"I'm sorry but I thought you were talking to us all this time maam!"

"Of course I wasn't talking to you, I can't stand the stink of you! Now get the hell out of my house already, go on and move it dammit!" she started shooing them away with a broom.

"Well bye real nice talking to you- Hey Bisca wait for me!"

Once they were gone, Porlyusica looked down at the sleeping form of Makarov "You've always been quite the troublemaker haven't you? The magic of a wizard is intertwined with the very essence of his life, the greater his power is the more devastating the Drain spell will be. You're going to have to fight with everything you've got or this may very well be your deathbed, you really are such a stubborn and pig headed old fool."

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Meanwhile, back at the Fairy Tail guild hall…

Around this time, everyone, including Luke, Bolt and Lucy, had returned to the guild hall to lick their wounds and wounded pride, as well as discuss their next move.

Macao and Wakaba for example, they were stocking up on materials and trying to plan out their next attack "Okay here's what I'm thinking, since their headquarters are here I think it's for the best that we try and hit them with some long range spells from this southeast hill."

"Let me tell you now, next time I'm bringing all my explosive lacrimas!" Wakaba wasted no time in stocking up on explosive lacrimas stuffed into a burlap sack.

"Hey you guys I'm gonna need some spell books for holder type magic from the archives so could someone go get them?"

Luke put a comforting hand on Lucy's shoulder to reassure her "Don't worry, we're gonna get them back for what they did. I'll make sure of it."

"I know." Lucy let out a sad sigh "I'm not worried about that, it's just… it's all my fault."

"No it's not."

Elfman nodded Hey being targeted by dangerous people is just one of the downsides of being rich, at least you're protected by a real man like me."

"Now isn't the time for that, just give that a rest."

"I've gotta admit though it's kind of surprising to hear the first time around." Bolt noted "I don't get it though, why the heck didn't you just tell us the truth in the first place?"

"Guys don't force her to-"

"I wasn't trying to hide it or anything." Lucy protested "I mean there's no way to bring up the fact that I'm a runaway in any casual conversation, I've been gone for a year and my father hasn't even cared until now, but now all of sudden he wants to force me to come home? He's done all of those horrible things just to get me to go back to him, I can't and won't forgive him for that. Still though, if I hadn't run away in the first place then none of this would ever have happened."

"Come on now, don't be so ridiculous." Elfman let out a scoff "It's your dad that's the one to blame-" he was cut off by a quick glare from Luke and quickly corrected himself "I mean it's totally Phantom that's to blame for all of this."

"No, I'm the one who brought all of this trouble to the guild and it's all because of my own selfish choices. I'm so sorry for all of this, I might as well just go back home and hopefully all of this will be over with."

"I wouldn't be too sure about that." Luke let out a sigh "I can't imagine someone like you playing the part of the princess sitting around in a mansion doing nothing. Laughing with all of us in a filthy guild hall, going on adventures with us even if you freak out a good chunk of the time, that's who you really are. You said before you wanted to stay with us didn't you, so why the heck would you ever go back to the place you ran away from? Give it a rest, you're not fooling any of us and you're definitely not fooling me. You're Lucy of Fairy Tail, none of us are letting you run anymore because you belong here with us."

"Luke…" and then tears started streaming down her face.

"Hey come on no need to cry, it's just not like you. Look as long as you're part of this guild you don't have to cry anymore, cause we're here for you now okay?"

"I know… I'm sorry…" she wiped away her tears.

"There you see, that's better." Luke glanced back and noticed the look that Loke was shooting at them from afar "What?"

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Hours passed and the word of Lucy's status and targeting by Phantom Lord spread around the guild, and everyone added protecting Lucy to their agenda, along with beating the ever loving crap out of Phantom Lord.

Cana had spent this time checking one card after another in hopes of an answer appearing to her, only to keep coming up short as a result "Dammit come on, I'm not getting any kind of read on where Gildarts is."

"Don't worry about it, I didn't expect him to show up to this anyway. For all we know he probably doesn't even know what's happening right now." Luke let out a sigh.

"Look if Lucy is their real target then they're bound to attack, and I wouldn't be surprised if it was a lot sooner than later. Right now we just have too many wounded to put up a full force fight against them."

"I'm guessing that's exactly what they're counting on." Luke glanced back at the communication lacrima in front of them "The master is down for the count and we're not have any luck on tracking down Mystogan, and we sent Freed, Bickslow and Evergreen to see if they would be able to track down Laxus." he failed to notice everyone else flinch at the mention of Laxus "But frankly right now you're the only other option we have at the moment, so are you in or are you out Mystogan?"

"...I was afraid of something like this happening eventually, I just never expected them to take such an active stance against Fairy Tail so soon."

"It's been 6 years since Jose started brooding over Fairy Tail, so can we count on you to help us?"

"Unfortunately I'm currently days away from Magnolia at least, but I do know of some of the bases of Phantom Lord that are close to me, so I'll do what I can."

"Well that can't be helped I guess, in the meantime we'll do what we can to protect Lucy and the guild if and when Phantom Lord makes another move."

"Agreed, and I know that Fairy Tail is safe in your hands Luke." and then the connection cut out on them.

"I can only hope he's right about that."

"I still can't get a read on that guy." Cana muttered.

"I'm pretty sure I'm the only one who even comes close in that regard, but there's no denying that he's one of the most loyal wizards Fairy Tail has at the moment. Too bad the same can't be said about Laxus, you'd think he'd let us contact him just to shove it back in our faces and laugh at us, and then just make himself look like a douche."

"Yeah I'm sure that's exactly what he would do if he were still a member."

"Wait what, what the heck does that mean? No you know what it doesn't matter right now, we'll deal with that later. The master isn't here and we can't count on Gildarts, Mystogan or Laxus to come to the rescue, and we have so many wounded right now. If it comes down to another attack our heaviest hitters would have to be me and Erza." he clenched his fists with blood trickling from his palms, his teeth grinding furiously "If they do attack then the only option we have that could end this quickly without anyone getting hurt too badly would be if I find Jose and take him down on my own."

"Luke that's insane, you might be a hell of a lot stronger than you were before but we're talking about one of the Ten Wizard Saints!"

"I know, but at this rate I don't think I'll have any other choice." their conversation was cut short by the entire building shaking violently out of nowhere "Speak of the devils that's probably them doing something totally insane."

"This is bad you guys!" that was when Alzack burst into the guild hall "Get outside, you have to see this!"

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Luke and the others quickly bolted out of the back of the guild hall and were met with a truly horrifying sight in the form of the Phantom Lord guild hall walking towards them from within the coast using several massive mechanical legs "And their base can walk using spider legs, why the hell am I not surprised?"

"What the hell is that thing?" Natsu muttered.

"What else, they've got a walking guild hall. And for the record Erza you might want to requip out of the towel right about now."

Erza promptly did so and requipped into her typical Heart Kreuz armor, but her expression of horror never faded "I never anticipated this, I can't believe they'd go to such extreme measures to attack us like this."

"I don't think any of expected it, but the only thing we can do now is to do what we do best and trash that thing." Luke was promptly met with a massive cannon (referred to as Jupiter) emerging from within the building walls and beginning to charge a massive blast of energy "Adding onto that, trash it before it trashes us."

"No, take everyone else and get out of here right now!" Erza suddenly charged forward and requipped into a bulky suit of blue and white armor.

'That's her Adamantine Armor, that the one with the strongest defences in her arsenal. Oh god dammit, Erza tell me you're not gonna do what I think you're gonna do."

"I'm doing what I have to do, I'm protecting the guild hall and all of you!"

"Erza don't be ridiculous, if you try to block a shot from that thing you're just gonna get yourself killed!"

"I'm just doing what has to be done, just make sure everyone else stays back!" she looked back and locked eyes with Luke "I have to do this."

"...Fine, but if you die on us I'm never gonna forgive you." Luke quickly ushered everyone back and grabbed Natsu by the scarf "Look I don't like it but we can't stop her from doing this, all we can do is have faith in her." he looked back at Erza "Remember what I said."

"I know." Erza promptly summoned her shields just as the blast was fired from the Jupiter cannon and struck her shields, forcing her to stand her ground lest everyone in the guild be vaporized, though her shields and her armor were shattered as a result, forcing her to requip back into her normal clothes as she was sent tumbling backwards.

"You know it's times like this I'm seriously glad she's on our side."

Elfman nodded "I know what you mean, once again out of all of us Erza's the manliest one in the guild."

"Not something you wanna say to her face, but take a look at her now." Luke quickly rushed over to where Erza lay on the ground "Come on Erza talk to me, say something or at least give me some kind of sign you're still alive." he received only a groan in response "You know what that's good enough for me."

"Such a shame things have escalated to this level." the voice of Jose echoed from within the fortress of Phantom Lord "Makarov has fallen, and now Titania no longer has the strength to even stand. Any chance of victory has slipped through your fingers, your only option now is to surrender Lucy Heartfilia to us immediately."

"That's not going to happen Jose, there's no way any of us are going to hand over one of our own to an arrogant bastard like you. Lucy is one of us and that's the way it's going to stay." Luke was promptly met with various cheers from several other members of Fairy Tail.

"I'm not going to ask you again."

"Good, because I don't intend to repeat myself."

Lucy, on the other hand, was beginning to feel extremely conflicted as tears began brimming in her eyes 'Maybe I should just go with them and give myself up.'

"I don't care if you are one of the Ten Wizard Saints, you'll have to kill all of us before we would dare to betray her!" Luke's words struck Lucy at her core as he was met with cheers from everyone else "Go ahead and stop asking, I already told you I have no intention of repeating myself. You wanted a war Jose, and now that's exactly what you're getting." his declaration had left Lucy sobbing outright.

"So that's your final answer then is it? Very well then, if death is what you ask for then I'll give you a second helping of Jupiter! You have 15 minutes to ponder the folly of your foolish actions!"

'Now they're gonna fire it again, Erza is the only reason all of us are still standing after that first shot and she's down for the count. Now what do we do?' Luke glanced ahead and noticed several black cloaked creatures emerging from the building "Oh crap."

"You're in quite the quandary aren't you Fairy Tail? There are only two ways this situation will be able to play out, either my troops will rip you apart or you'll be blown away by the Jupiter cannon!"

"And this just keeps getting better."

"You've gotta be kidding me!" Natsu barked "If he fires at us then he'll kill his own men, he's gotta be fu-" he glanced back at Lisanna "He's gotta be screwing with us or something isn't he, right?"

"No he's not the kind of guy to bluff, he's definitely gonna go through with it without a second thought. Jose created those Phantom soldiers through his magic power called Shade, they're not human so it won't matter to him if they end up getting destroyed."

"What the hell does that mean, are you saying they're ghosts?"

"Not going into that right now, in the meantime we have to find a way to take out the Jupiter cannon before it fires again."

"I'm gonna smash that gigantic thing to pieces, I only have about 15 minutes to wreck that thing don't I?"

"For once I like the way you think. Gray, Elfman, you guys are with me and Natsu. We're gonna storm the place and take out the Jupiter Cannon. Cana."

"Way ahead of you." Cana pulled out a number of cards "We're gonna stay here to protect the guild hall until you guys take the thing out, just don't do anything too stupid or reckless while you're in there okay?"

"With these three I make no such promises." and so they took off.

'Just be careful up there, I don't want to lose you again.'

"Lucy listen, I need you to come with me." Lisanna suddenly grabbed Lucy by the hand and dragged away from the scene, something that didn't go unnoticed by Loke.

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Lisanna led Lucy away from the battlefield "We have a hideout not far from here, I want you to stay there until this is all over and done with."

"I can't just do that!" Lucy protested "It's all my fault that we're in this mess, I can't just abandon everyone while they're out there fighting for me!"

"This isn't your fault Lucy, I don't see it that way and neither does anyone else in the guild. We aren't just out there fighting for you, this is for all of us and for the honor of the guild. We're proud to fight in this battle, each and every one of us from Fairy Tail. Please just do what I'm telling you to do."

"But I can't-" she was cut off by Lisanna blowing some dust in her face, causing her to lose consciousness before being caught by Lisanna.

"Freed can you take her to the hideout?"

"Of course." Freed gently took Lucy into his arms "I swear to you I will keep her safe."

"I'm counting on you."

"I understand." and so Freed disappeared across the rooftops.

'This war has gotten way out of hand, I just hope that the others can take care of things for the time being, for all our sakes." Lisanna promptly transformed into her cat form and began racing back to the battlefield 'We have 14 minutes until the Jupiter cannon fires again, which means that Natsu and the others have that long to stop it. Don't let me down, and don't let any of us down.'

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Cana and the others continued fighting against the Shade soldiers "If you guys want Lucy then you'll have to go through all of us!"

"Yeah, bring it on!" Wakaba attempted to attack one of them, only for it to suddenly phase right through him "What the heck… I feel so weak…" he suddenly fell to one knee.

"Wakaba! What the heck is the deal with these things? No it doesn't matter, whatever you guys do just don't let them touch you! That means keep your distance but still show them what you can do! Card Magic: Lightning! Water! Wind! Storm combination!" she summoned a quick storm that blasted the soldiers apart with a combination of wind, water and lightning "Now that's what I'm talking about!" but then they regenerated "Oh you've gotta be fucking with me right now!"

"Well that's just not fair." Loke muttered.

"Tell me something I don't know."

"There's going to be no end to them if we keep fighting them like this." Loke suddenly tensed up slightly.

"What's the matter?"

"I'm not sure, I have a bad feeling about something.

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Jose looked down on the scene with a sinister smirk "That is correct young lady, with a single touch my Phantom soldiers can drain away your life force."

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"FIRE DRAGON IRON FIST!" Natsu proceeded to attack the cannon with a barrage of fire enhanced punches over and over again, only to get nowhere with it "Dammit I'm barely even scratching the surface!"

"I guess we're just gonna have to destroy it from the inside." Happy told him.

"...Oh yeah I totally knew that." they dropped into the inside of the cannon and quickly rushed in towards the end "Alright Happy, let's do this!"

"Aye sir!" they reached the end, only to find a massive room with several large lacrima spheres before them "Damn, what the hell is all of this?"

"Woah."

"11 minutes until Jupiter fires."

"They must be using that lacrima to collect all of the magic energy."

"Yeah but why the hell would they need one as big as that?" asked Natsu.

"Because magic focusing cannons don't fire regular ammunition, instead they fire concentrated magic power."

"I didn't get most of that but all we gotta do is destroy that thing don't we?"

"I can't allow you to do that." a new figure got their attention from further into the room, with black and white hair and a sword strapped to his side, this guy being Totomaru of the Element Four.

"Who the hell is this guy? New plan I don't care, anyone who gets in my way is gonna go down hard!" Natsu charged at Totomaru and let a flaming fist fly forward.

"I don't think so."

"Like give a damn what you think, now get the hell out of my way!" Natsu suddenly found himself being struck by his own attack "What the hell?"

"Hey Natsu why did you hit yourself?" asked Happy.

"I didn't, my fist just went crazy!"

Totomary let out a chuckle "It seems to me that you're getting in your own way."

"Just get out of my way asshat, I have a cannon to demolish!"

"10 minutes until Jupiter fires."

"Not gonna happen, all I have to do is shatter that giant lacrima and it won't be able to fire anymore. I think."

"You think?" Totomaru let out a chuckle "You can certainly try, but obviously I'm not going to let you."

"Like I care, I don't have time for this shit so shut up and just let me do my thing!" Natsu then charged at Totomaru with another fire fist prepared, only for it to hit him instead once again, knocking him to the ground "Ow! Fuck! What the hell is the deal with this thing, why do I keep hitting myself?"

"Who cares, we don't have much time!" Happy protested in front of his face "Just forget about this guy and focus on the cannon, we've gotta break it right now!"

"I'll show this assclown!"

"Hey did you hear what I said?!"

Natsu ignored him and promptly charged at Totomaru again, only for him and his flames to end up spinning out of control and to be sent flying by a kick to the face.

"6 minutes until Jupiter fires."

"Ow."

Totomaru looked down at Natsu "I am Totomaru of the Element 4 and I have complete control over the element of fire."

"Wait a second, you're one of those whatever the hell you call them five guys aren't you?"

"I literally just said I was part of the Element 4, at least have the decency to get the name right you imbecile? Anyway any form of fire is my plaything to do with as I please."

"You've gotta be kidding me!"

"It doesn't matter if it's natural or magic, all fire will yield itself to my command and mine alone."

"Hate to break it to you but you're not controlling mine!"

"You're wasting your time."

Happy was beginning to lose patience "Would it kill you to quit wasting your time with this loser and just start focusing on how to keep that cannon from firing?!"

"This isn't going to go well for you my dear fire wizard." this was followed by the various lacrimas in the room lighting up with magic energy.

"Five minutes until Jupiter fires."

"You see, the Jupiter cannon is already starting to activate again."

"Yeah I've got eyes dipshit." Natsu promptly cracked his knuckles.

"It's too late for you though. Blue Fire!" Totomaru unleashed a blast of blue colored flames from a magic circle.

Natsu wasted no time in scarfing them down "Oh man that's cold going down, I've never tasted fire like that before."

"So it's you after all, the Fire Dragon Slayer of Fairy Tail. Well this isn't going to work out for either of us now is it? After all, both of us are impervious to fire based attacks."

"I haven't even hit you yet, how the hell do you know my fire won't hurt you?"

"Go ahead and give it your best shot, but you won't be able to hit me."

"We'll see about that! Fire Dragon…"

"I already told you that as the element of fire I can control any flame!"

"Spit!" Natsu suddenly drench Totomaru in a stream of saliva and barked out a laugh "Yeah how do you like me now mother fucker, I just got you good!"

"Two minutes until Jupiter fires."

"Oh shit."

And then Happy started panicking "Natsu you've gotta hurry, we can't let the cannon fire on us or we're dead!"

"I get it already, just calm the fuck down!"

"That was a stupid thing to do Salamander, do you think that this is some stupid game? Orange Fire!" Totomaru unleashed a blast of orange fire.

"You can call that an attack, but I'm calling it my dinner!" Natsu quickly consumed the flames, only to suddenly spit them out "Holy mother of fuck that's totally gross, what the hell is wrong with you?!"

"Now do you see, it smells and tastes like an old rag soaked in spoiled milk now doesn't it?" the two of them promptly got up in each others' faces.

"That's a dirty trick!"

"Look who's talking, you're the one who dealt a face full of spit!"

"One minute until Jupiter fires."

"And that just further cements your defeat." Totomaru started easily dodging a barrage of punches and kicks from Natsu "And now you want to fight me without using any of your magic, well that's fine by me. My katana is more than ready." he blitzed forward and started slashing away.

Natsu dodged a barrage of slashes from his sword and dealt him a sharp kick to the head, sending his katana flying into the Lacrima "Booyah mother fucker!"

"You just think you're so smooth, a little thing like that won't destroy a giant lacrima like that one."

"Maybe not but now you're swordless, which means that I have the upper hand!" Natsu promptly summoned some flames and started firing off a barrage of punches.

"Oh for crying out loud." Totomaru easily dodged every attack "How many times do I have to tell you that won't work?" and then he made Natsu punch his own face, only to be met with a blast of fire to the face, scorching him in the process 'How the hell did he do that? He expanded the range of his fire power so it would hit me!"

"I've only got 30 seconds until that thing fires, which means I've got about 15 to fry your ass into the ground!" Natsu summoned some more flames.

"So you think you're going to blast me again? Not going to happen, I'll keep my distance and control your fire from here!" at least that's what he was going to do, but he quickly ran into a problem "What the- I can't get it to move, it won't even budge! He's blocking my control, how the hell did he figure out how to do that in the middle of a fight!"

"This is my fire and there's no way in hell I'm gonna let some wannabe jackass like you screw with it!" with a mighty roar he launched a massive wave of flames forward.

Totomaru quickly leapt out of the way of the attack "Oh please, your attack won't do you any good if you can't hit your target."

"Who the hell said you were my target!" Natsu forced his flames to edge the sword further into the lacrima right before the timer finished the countdown, causing the lacrima to shatter and the Jupiter cannon to explode.

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Cana and the others looked up to see the Jupiter cannon explode in a fiery and incredibly noticeable fashion "Well what the hell do you know, if I had to guess I'd definitely say that one is Natsu's handiwork, and he did it just in the nick of time. Way to go flamethrower. Come on you guys we've got this, wipe out these Phantom asshats until none of them are left standing, so get to it!"

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Jose let out a chuckle despite the chaos being caused "Don't get too cocky just yet, you're far from beating me. Awaken the giant!"

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Totomaru landed on top of a large chunk of rubble 'This little bastard outsmarted me.'

"Hey listen up asshat, someone from my guild taught me something about fire magic I think you should know." Natsu told him "You can never control fire if your heart isn't in it."

Happy blinked as the realization dawned on him 'I get it, he had to take the time to figure out how to overcome Totomaru's fire controlling magic or he wouldn't have been able to destroy the cannon. Now I feel kind of bad about rushing him the way that I did.'

"Alright asshat, I've had just about enough you screwing with my magic! You play with my fire and you're gonna get burned, you get what I'm saying?" unfortunately this was when the place started coming apart by the awakening of the Giant "Oh crap, now what the hell is going on? The whole place is tilting!"

Totomaru quickly gripped onto one of the walls "Oh you've gotta be kidding me, he's awakening it right now? But there's no horizontal stabilization in here!"

"What the hell does that mean?!" the room started shaking again.

"That's what it means! You Fairy Tail punks are through, Phantom's giant will slaughter the lot of you- What the hell?!"

As it turns out, Natsu was gagging on the floor again due to the typical Dragon Slayer motion sickness."

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"Oh come on, you've gotta be kidding me right now." Cana and the others looked on in horror as the Phantom Lord guild hall transformed into a gigantic humanoid monster "That's the Giant, it's Phantom Lord's most powerful weapon."

"Let this be a final warning to all of you you detestable brats, kneel before me or you will fall victim to my wrath! Savor your last moments because soon I intend to end your pathetic little lives!"

'And now the Shade things are coming to attack again.'

"What the heck do we do?" asked Bisca "I mean with a giant and an army of ghosts, how are we supposed to handle this?"

"Just focus on these things for now, we'll let Luke and the others take care of the Giant thing for us."

"Well yeah, but what about his motion sickness?"

"You're thinking of Natsu, at least Luke can somewhat control it."

"He has to puke his guts out."

"So do I but you don't see me whining about it."

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Happy tried desperately to snap Natsu out of his motion sick funk "Come on Natsu, you've gotta get up already!"

Totomaru let out a scoff "Hey what's the matter, you get motion sickness? I guess you can't eat fire now can you? Well then I guess it's time for me to finish you off!"

"Natsu seriously, get the heck up!"

"Prepare to die Dragon Slayer- Wait a second." he took a second to realize his hands were being frozen "Hey what the hell, what's happening to me?!"

"You're not a man, you're a backwards shooting snowflake!" Elfman suddenly burst onto the scene and punched Totomaru high into the air.

"That makes no sense!" and then he disappeared beyond the horizon.

"It doesn't have to make sense."

"No arguments here." Luke pulled Natsu to his feet "Anyway good work guys, way to show that jackass what the Fairies have got over the Phantoms, but this isn't over yet."

"Yeah well it was just sad on Natsu's part, if he was a real man then the giant motion sick of you."

"Okay you really need to work on that, once is one thing but twice is just sad. Anyway to be fair to Natsu he did stop the cannon, nice work by the way."

"Yeah I know." Natsu breathed a sigh "Well it must have stopped moving because I feel a lot better now."

"That makes one of us, Bolt fly outside and see what's going on."

"Way ahead of you." Bolt quickly bolted off.

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Cana and the others continued fighting off the Phantom soldiers, only for all of them to notice the Phantom Giant drawing what looked like a magic circle "Oh crap."

"Not good I'm guessing?" asked Lisanna.

"It's drawing a magic circle, that's the one for the spell called Abyss Break, one of the forbidden spells."

"And look at the size of it." Loke muttered "A black wave as big as that would be able to wipe out the entire city."

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Bolt was quick to report back to the others on their findings "We're officially fucked, and so is the rest of the city."

"What the hell do we do?!" Natsu exploded "We've gotta stop them!"

"The first thing we have to do is start looking for the power source and either destroy it or shut it down." Luke told him,

"Man." Elfman let out a sigh "Are we ever gonna catch a break?"

"What the hell do you think? We're members of Fairy Tail, catching a break isn't part of the job description. Anyway enough talk, let's just get moving."

"Right."

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Cana glanced over at Lisanna admits the chaos "Hey tell me something Lisanna, how long do you think we have until the giant casts that spell?"

Lisanna let out a sigh "If I had to guess I'd say about 10 minutes, I just wish we could figure out what's powering it."

"Don't worry, I'm sure Luke and the others inside are looking for the power source right about now."

"Someone's in there with Luke and Natsu?"

"Yeah, Gray and Elfman went with them."

"Elfman?! But why?"

"He wanted to go, it's not that big a deal."

"You know as well as I do that he can't fight on the level of people like Natsu or Gray or any of the others, it's just too dangerous!"

"Elfman is going to be fine, he was one of our best fighters in the raid earlier."

"Fighting thugs and lackeys is one thing, but if he went up against one of the best of Phantom as he is right now then I don't know if he can handle it."

"Well yeah, I get why you're worried about him after everything that happened back then, and I know I would be too. Listen Lisanna, all of us suffered with you after what happened to you guys that day, Luke and Elfman more than anybody, but I think this is Elfman's way of trying to leave the past behind and move forward. You should let him do it."

"Yeah, I know that but… to leave the past behind… Mira… that's why I need to start moving forward again too… I have an idea but I need you to cover me." with a quick flash she transformed into a carbon copy of Lucy and made her way to the front of the battlefield "Just leave them alone, I'm the one you're after right? I'll surrender to you if you swear to stop attacking our guild! With any luck this will at least buy us a little bit more time.'

"Oh please, get out of my sight you pitiful imposter. A well done transformation I will admit but you can't fool me young lady. I knew from the start that Lucy Heartfilia wasn't in there, there's no way the target would be brought to the front lines so recklessly."

A now disheartened Lisanna promptly transformed back "It was supposed to work, or at least buy us some time."

"It's alright, don't stress over it." Cana patted Lisanna on the back "Elfman can hold his own against the likes of Phantom, because wizards of Fairy Tail never give up without a fight."

"Yeah, yeah I know-" Lisanna was cut off when a magic circle appeared under her feet and sucked her in before anyone else was able to react.

"What the- Lisanna!" Cana looked up in horror as Lisanna appeared in the grasp of the Phantom Giant.

"Did you really think that such a pathetic little parlor trick would work on me? As punishment for your deception I'll simply have to crush you to death as you watch your friends die."

"Lisanna! Dammit Luke things are getting worse out here, if you're gonna pull off a win then you'd better do it fast! We're all counting on you to stop the Giant

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With a manly roar, Elfman burst forward through the halls of the Phantom Lord guild hall/ giant robot "As a real man, it's my duty to protect Fairy Tail, even if it costs me my life!"

"Oui?" that was when he appeared before Elfman, he being Sol of the Element 4 "Salut?"

"One of the Element 4." Elfman ripped off his coat and got into a fighting stance.

"Bonjour, my name is Sol, Monsieur Sol."

"Like I give a damn who you are, all I want to know is how to stop this thing. Beast Arm: Black Bull!" Elfman quickly summoned a bull arm.

"What's this, only your right arm can transform? It appears the rumors floating around about you are true."

"If you don't shut your trap then I'll make you!"

Sol easily dodged a smash attempt by Elfman "You have an older sister do you not? Sable Dance!" he summoned a whirlwind of sand and blitzed behind Elfman "Roche Concerto!" he attacked Elfman by making the ground beneath him erupt.

Elfman was forced to take a shower of debris and rubble, but he quickly leapt away to gain some distance.

"Non non non." Sol blitzed behind Elfman and wrapped his body around Elfman's arm with a mocking grin "Salut."

"You're seriously creepy." Elfman tried to tug him off, to no avail.

"Non non non, with three nons you don't stand a chance."

"Get off me you Man Sewer Sol!"

"It's monsieur you idiot!" Sol unwrapped himself and kicked Sol in the face, sending him flying backwards.

Elfman quickly rebounded 'Dammit, he's a lot stronger than he looks.'

"Many years ago you attempted a Full Body Takeover and failed did you not? You went berserk did you not?"

"You shut up! Beast Arm: Iron Bull!" Elfman summoned an arm made of iron, only to freeze at the appearance of a statue of a certain someone before him "Mira…"

"I apologize but I took the liberty of scanning your memories when you so rudely stepped on me but a few mere moments ago."

"Why you little…"

"My what an attractive older sister you have, I gathered from your memories that you haven't seen her in quite some time. Oh pardonnez moi, now I see that she was buried in the cold dark ground. Oh honestly, how could you do something as cruel as that to someone who loved you so much?"

"I…"

And then the statues eyes opened "Well, little brother?"

Elfman let out a roar as he was suddenly frozen in place 'I can't let him get to me… I have to do this…'

"Non non non monsieur, if I were you I wouldn't attempt another Full Body Takeover." he summoned several more statues of Mira "Don't you remember what happened the last time you tried that?"

'No…'

And then the statues of Mira all suddenly came to life "Well Elfman, what do you have to say for yourself?"

'No…'

"It was all your fault!"

'No…'

"How could you forget me!"

'I didn't…'

"I thought you loved me!"

"Please don't hurt me!"

'I would never…'

"I only want to help you!"

'No…' Elfman finally fell to one knee.

"Non non non." Sol let out a sadistic chuckle "You really shouldn't attempt to do something you know you're incapable of, all you've done is wasted all of your magic energy."

"You… You're nothing but a pathetic coward, if you were a real man then you would fight me instead of messing with my head!"

"Are you insinuating I'm not a real man? Non non non, how dare you insult me in such a way as this! What gives you the right to tell me how a real man is supposed to behave?" he turned the statues into a massive cloud of rocks and dust "You're not a man, you're a monster who murdered his elder sister! Platre Sonata!" he fired off a massive rock fist at Elfman, blowing him back into a wall and shattering it in the process.

'Mira…'

"Elfman no, Elfman get up!"

Elfman's eyes snapped open only to see Lisanna in the grasp of the Phantom Giant "Lisanna? I don't get it, what's going on? How did they get ahold of you? Lisanna!"

"Oh, so that's your older sister." Sol let out a chuckle "The Mademoiselle Lisanna, also known as the Animal Princess. She is being punished for attempting to deceive our master Jose, she should be smashed into dust very soon. Such is the price of all enemies of the Phantoms of course. Such is your fate monsieur, you killed Mirajane the She Devil and now your younger sister will die before your very eyes. Such an imposter, your manly image is just a facade hiding the weak and powerless wizard you truly are. A real man would never allow such a thing to happen to such fair creatures, and for that crime you shall receive eternal torment. Sealing Magic: Merci la Vie! You shall become part of the earth and relive all your painful memories over and over again!"

"No! No! STOP IT!" and then everything went white for him.

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Elfman found himself floating in a sea of white, until he noticed the surroundings change to the park in Magnolia "I know this place…"

"Don't tell me you two were fighting again…"

Elfman whipped around "Lisanna…"

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(Memory)

(Elfman speak)

"Don't tell me you two were fighting again."

Natsu glanced up to see Lisanna standing before him "Oh hey Lisanna."

"Natsu ate my whole fish!" was Happy's instant accusation "He didn't even ask me first, he just chomped down the whole thing!"

Hold on… don't tell me… this is the day that…

"Hey love birds, you gonna keep squabbling or are we gonna get a move on already?" that was when a 17 year old Luke showed up with Bolt tagging onto his shoulder "The She Devil and the Giant Wuss wanted me to tell you to get moving."

"What? But we just finished a job, can't we take a break?"

"Tell that to the Slave Driver that is your sister. Besides it's an S class quest, Mira wanted you and Elfman to come along and help her out with it."

"No way!" Natsu barked "That's totally unfair!"

"And I really don't care."

"What kind of job is it anyway?"

"Some kind of emergency request that just came in a few days ago, they want someone to kill this monster called the Beast. Take my advice and just hang back Natsu, you might actually learn something about patience."

"Please, why the hell would I go with you? Lisanna and Happy are all that I need."

"Tell that to Elfman, he keeps going on about how he's the man of the family and how he can protect you on his own, blah blah blah."

"Just great, leave it to you to hog all the fun."

"And leave it to you to whine about that. Look how about this Lisanna, you stick with the man child and the cat that's more mature than he is and I'll stick with the whiner and the She Devil and make sure they don't kill anyone. Sound good? Good." he dealt Bolt a high five.

No, please… Take Natsu with you… None of us are ready for this yet… None of us…

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(Real world)

Lisanna looked on in horror as Elfman was slowly being encased in stone by Sol's spell "Come on Elfman, you have to snap out of it! Elfman please!"

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(Memory)

"ELFMAN!" the wounded form of Mira looked on in horror as a monstrous hulking beast loomed ever closer to where she and Luke were lying on the ground badly injured.

That monster… it's me…'

"Elfman come on, you've gotta pull yourself together!"

"Mira hang on!" Bolt and Luke dropped down onto the scene with the considerably wounded form of Luke "I already got everyone in town to evacuate, well everyone who would believe a talking cat with wings so I had to bust a few heads, anyway let me help!"

"No…" Mira forced himself back to his feet "You guys have to get out of here, it's way too dangerous."

"What happened to him anyway?"

"I was getting beat up pretty bad so Elfman tried to take over the beast in order to protect me, but then…"

"Holy shit, this is Elfman?"

"It almost worked but the beast was too powerful for him, now he's totally lost control."

"So then what the hell are supposed to do, let him rampage like Godzilla?"

"No we have to try to get him to come to his senses before the beast completely takes over his soul."

"Just leave that to me." Luke limped his way forward "When I give the signal just take Bolt and run like hell."

"What the hell are you doing? Come back here!"

"Just shut up!" Luke turned back to Elfman "Hey Elfman it's me, can you hear me in there? It's just Luke here. Mira is here too. Don't worry about Lisanna, she's safe with Natsu and back at the guild so don't worry about her. Look I know you and I aren't exactly the Bros before Hoes kind of friends, but as fellow members of Fairy Tail we're part of a family, so we've gotta pull through these kinds of things together. Just pull your head out of your ass and things won't have to get too ugly." he was met with only a primal roar.

It's no use Luke… you're wasting your time… Please, just run…

"Is that how we have to play it?" Luke held out his arms to shield Mira and Bolt "Fine, go ahead and take me but leave your sister and my cat alone. Take me instead."

No… No!

The beast swung its arm, and Luke prepared for the inevitable, but then horror struck for everyone present as Mira suddenly jumped in front of him and took the blow, and was suddenly slapped away, the force sending her flying through the air until she finally landed in a nearby forest.

MIRA NO!

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(Next memory)

Elfman was on his knees sobbing in front of a grave, Mira's grave, as the rain poured down on him, Luke and Lisanna "I'm sorry… I'm so sorry… Mira's dead… and it's all my fault!"

"No, it wasn't your fault big brother…" Lisanna stood behind him with her hair covering her eyes "Remember what I told you that day? Even though it makes us sad, all living things have to die eventually."

"Yeah… she did, didn't she…"

"Big sister Mira will continue to live on inside our hearts as long as we remember her."

"We will…"

By now Mira had tears streaming down her face as well "From now on we'll live life for her and promise we will never forget."

Luke, having stayed silent the entire time as his hair covered his eyes in a very ominous manner, just walked away from the scene without making so much as a sound.

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'Never forget…' a single tear fell down Elfman's face 'I will never forget…'

"Elfman!" this was when Lisanna's pleading finally got through to him "Elfman please, you have to snap out of it! Please big brother, I can't afford to lose you too!"

'Lisanna…'

Sol let out a chuckle "And now it is time for the coup de grace."

"She… She's crying…"

"Oh pour l'amour de- What is it now?"

As it turns out, Elfman's entire body was glowing with magic power, the rubble surrounding him being shattered in the process "I swore that I would never let anyone make you cry again… I swore it… Tell me Lisanna, why are you crying?!"

Lisanna looked on in horror "That light… No don't do it Elfman, it's too dangerous!"

"WHO MADE YOU CRY LISANNA?! TELL ME!"

Sol let out a scoff "Imbecile, you're not strong enough to perform a Full Body Takeover-" he was cut off by a bright light and a monstrous roar "Mon dieu!" he was soon met with the sight of a massive beastly form before "Sacre bleu, he actually did it!"

"He really did it…" Lisanna muttered "The Full Body Takeover: Beast Soul!"

"Non non non, non non non! Listen monsieur this is just a big misunderstanding, I wasn't trying to hurt you, I simply wanted to help mon amie! I thought that putting you through that trial might help you get over your painful memories, excuse mon faux pas. You truly are the creme de la creme of manly men! Well I shall be going now, a too ta loo." he has promptly smacked upside the head by Elfman, but he rebounded "Non non non! Platre Sonata!" he fired off a gigantic rock fist "Non non non, you never should have let your guard down the way that you did."

The smoke cleared to reveal that Elfman was unharmed, but he was even angrier.

"Um… salut?" and then Sol got exactly what he deserved in the form of Elfman repeatedly pounding him into the ground, causing his soul to leave his body in a comical fashion, only for it to be stuffed back in his body by Elfman "No, at least knock me out s'il vous plait!" he was promptly repeatedly slammed into the ground.

"No Elfman stop, that's enough!" Lisanna pleaded.

The rage finally began to subside from Elfman and began to make a beeline towards her at full speed.

"Elfman can you hear me? It's just me Lisanna, I just want to talk."

He stopped in front of her and let out a low snarl.

"I'm worried, please just don't tell me you lost control. Not again."

He took her in his arms, his voice snarling but still soft and gentle "I'm sorry Lisanna… I'm sorry… I promised I wouldn't try to do a Full Body Takeover ever again… and after what happened to Mira, I never thought that I would."

"Elfman… you're still in control…"

"But I didn't have any other choice… I knew that this was the only way I would be able to protect you… and the rest of Fairy Tail."

"Big Brother Elf… please, stop beating yourself up about Mira. It wasn't your fault, you didn't do anything wrong. You were just trying to protect her and Luke."

"And I failed miserably." the magic power faded and Elfman returned to his normal form "I killed my big sister…"

"But your little sister is still alive."

"Lisanna…"

"And we said we'd live our lives for her remember? We promised to keep her memory alive so that she would live on in our hearts forever."

"Lisanna… I'm so glad you're okay…" and then Elfman started crying some extremely manly tears.

"Oh come on now big brother, what's with the tears all of a sudden?"

"I can't help it!"

"But you did save me, thank you." but then she tensed up as she noticed something.

"What is it, what's the matter?"

"The giant, it's not drawing the Magic Circle as fast as it was before. Abyss Break is the forbidden spell of the four elements, and those are air, water, earth and fire."

"Wait, do you mean-?"

"The Element 4, do you have any idea how many of them are left?"

"Well I think me, Natsu and Gray punched out the Fire guy, and I know what happened to the Earth guy over there. I guess that would leave two more of them."

"That must be it, each time one of the Element 4 is defeated the Giant slows down."

"Well yeah but why would that happen?"

"Because the Giant is being powered by the Element 4, if we can defeat the other two then we can stop the Giant from casting the Abyss Break spell!"

"Really, you think so?"

"The other two are probably still somewhere inside the giant."

"Right, we'd better get moving."

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Cana observed the situation from the ground and let out a sigh of relief "Oh thank god, at least the two of them made it out alright." but then she finally fell to one knee.

"Cana are you okay?" asked Evergreen.

"Don't worry about me, just focus on the enemy. We have to protect Fairy Tail!"

"Looks like you don't know when to quit do you?"

"What can I say, you people have an effect on me."

"You've been in the guild longer than I have!"

"Exactly! Anyway listen up you guys, if we're gonna beat these creeps then we've gotta cover more ground!"

Macao let out a sigh 'I don't know what it is about our guild, but the women here are so strong it's ridiculous.'

"Hey where the hell did Loke go?"

"He took off a little while ago." Bickslow told her "He was he was gonna go check the hideout because he had a bad feeling about it."

"Well at least he didn't ditch us or anything, that means he's just making sure they're okay because if the Abyss Break gets cast then they'll be in trouble too. Besides, when Loke has a hunch he's usually right."

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Lucy opened her eyes and found herself in her apartment as if everything was normal "What the… When did I get back home? I thought we were in the middle of some kind of fight or something. I wonder if it was all just a dream."

"Yep, it was nothing but a dream."

Lucy glanced over only to see the insanity one would find in Fairy Tail, in the form of Natsu just doing a bunch of pushups, Cana binging on a gigantic barrel of alcohol, the village chief from Galuna Island, and several other insane things "GET THE HELL OUT OF MY HOUSE!"

"Hey." and then Natsu and Gray popped up in front of her "Is there something moving under your bed?"

"Wait what?" Lucy looked under her bed and instantly regretted it.

What was waiting for her in the black void was a pair of black soulless eyes, a red mouth, and a horrifyingly creepy voice "Hi~~i."

And then she screamed.

Oh the joy of TFS references.

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Now back in the real world…

Lucy was stirring in terror from the dream "No, no… leave me alone creepy clown man… Don't suck me into the Fuck Box…"

"Lucy please get ahold of yourself, it's just a dream. Wake up."

Lucy's eyes snapped open and she suddenly kicked Freed in the face on instinct "Get the hell out of my room you pervert!" and then she became fully aware "Hey what the- Wait a second, this isn't my room at all! Where the heck am I?!"

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Luke and Bolt burst through the halls of Phantom Lord at full speed "Come on the Element 4 have to be around here somewhere, I should at least be able to smell them out."

"You're focussing too much on the small fry." Bolt told him "Just ignore all the lackeys and go after Jose himself, that'll end all of this insane fighting!"

"Bolt we're talking about one of the Ten Wizard Saints, we're talking about someone who's on the same level as the Master, not to mention him too."

"Oh get real, he is the top ranked Wizard Saint and a Dragon Slayer."

"My point is that if I go at it with Jose then chances are that it'll level the entire city!"

"Well the Master is out of commission so it's gonna have to be up to someone else to take that creep down, and with Erza down for the count you're the only one left who can! Plus there's no way we can count on Gildarts, Mystogan or even Laxus to come to the rescue. Besides, even if we do take out the Giant, the fact is that we'll have to face Jose eventually."

"...I'm willing to do what I have to, but only if there's no other option. I won't risk getting the others caught in the crossfire if I don't have to."

"I know, but I know that you can beat him. The master might be stronger at full power sure, but you've got something special that keeps pushing you to new heights."

"Thanks little buddy. Come on, let's get moving."

"Right."

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"JOSE WHERE THE HELL ARE YOU?!" Natsu and Happy burst into some random hallway in the Phantom building, only to be blown off his feet by a sudden gust of wind.

"How sad." the wind materialized into a cyclone, which then dissipated to reveal Aira of the Element 4 standing before them "I shall make your wings of flames wither and fall, and all that will remain is the corpse of a dragon."

"What the fuck did you say?!"

"Watch out for this one." Happy told him.

"This guy is one of the Element 4!"

"And that just gives me more reason to kick his ass."

Aira quickly got into a stance "My name is Aria, I am the strongest of the Element 4 and I have come in hopes of slaying a dragon."

"Let me take a wild guess, you're a wind wizard right? Yeah I know how to deal with your kind, fire beats wind any day and every day."

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Storm clouds began to gather over the Giant as rain poured down from said clouds.

Gray climbed his way out of a broken window only to notice it raining "Well that's weird, when did it start raining? How long was I in there."

"Drip drip drop."

Gray climbed all the way out and whipped around "What the hell?"

And who should appear before him but Juvia of the Element 4 "Hello, my name is Juvia and I am the rain woman of the Element 4. Drip drip drop."

"So you're one of them too? Then bring it on."

"I must say that I'm quite impressed that your guild was able to strike down two of the Element Four. However, you must not underestimate the remaining two."

"Alright lady listen up, if you're looking for a fight then I'll give you one. But let's get something straight, I'm not going to hold back just because you're a woman." they locked eyes and this caused Juvia to blush.

"...Well then I give up, you win. Goodbye." she turned around and started walking away.

"Where the hell are you going?! Come back here and fight me!"

'I don't understand, there must be something wrong with me. Why is my heart beating as fast as this?'

"Can you at least tell me how to take out the Giant?"

'I have the strong urge to make him mine, I just can't help myself anymore! Water Lock!" she promptly trapped Gray in a large sphere of water, only to realize her mistake mere seconds afterwards "Oh no what have I done?! He's injured, I had no idea that he was hurt! I don't know what to do! I guess I should probably release him."

With a quick yell, Gray froze the water and then shattered it.

'He must be an ice wizard, he froze my Water Lock and broke free! I've never witnessed the power of Ice magic, it's just absolutely beautiful! I'm water and he's ice, we must be bound to each other by destiny. I can't believe I finally found my handsome prince.'

"You almost got me with that sneak attack you pulled on me, you're playing dirty." Gray then proceeded to take off his shirt.

'Oh my goodness he's taking off his clothes, but I'm not ready for this! We just met, can't we take things slowly?'

"I really don't want to fight a girl but if I have to then I will, so you'd better surrender now or else I'm gonna have to hurt you. Ice Make: Lance!" he fired off a barrage of ice lances that went right through Juvia, though they didn't harm her.

"My body is entirely made of water. Are you surprised? Drip drip drop." she quickly started to reform her body.

"Yes I must not forget, my love is also my enemy. We're on opposite sides in this war. I have no choice but to attack, it seems this is farewell my prince. Water Slicer!" she fired off a barrage of water blades.

Gray quickly leapt out of the way of the attack, leaving the water blades to cut down a tower behind him.

"When given the proper amount of force, water can be strong enough to rip through steel. If you were to underestimate its power then you will find yourself in a world of pain."

"Good to know. Ice Make: Battle Axe!" Gray summoned a battle axe made of ice and quickly cut through Juvia, only for it to not effect her.

"Can't you see that you're just wasting your time? Your attacks have no effect on my body made of water, none at all. Drip drip drop."

'Dammit, now what the hell do I do?'

"It doesn't matter what you do, you will not be able to defeat me, but there is one way you and your guild may be spared. All we ask is that you hand over Miss Lucy Heartfilia, do that and I will ask our master to call off his attack on Fairy Tail."

"Oh come on now, don't give me any of that crap. You and I both know that we're way past the point of no return. Besides Lucy is one of us, I would rather give my life than hand her over to people like you."

This caused Juvia to literally drop her umbrella in disbelief 'He'd rather give his life… give his life… give his life… Lucy's my rival… Lucy's my rival… Lucy's my rival… He loves her!' she let out a blood curdling scream "Oh the pain, how can fate be so cruel?! My heart feels as if it's been shredded to bits! It hurts, oh how it hurts!"

"What's the matter, are you feeling sick or something?"

"She… She is not worthy of my prince! LUCY HEARTFILIA CANNOT BE ALLOWED TO LIVE!"

"...What now?" Gray was forced to dodge a stream of water, but he still felt the heat coming off of the water "Dammit that burns, what the hell is your deal and what the hell kind of problem do you have with Lucy?"

"SILENCE!" Juvia unleashed another powerful water wave.

Gray tried to create a shield to protect himself, only to be left unable to form it 'Dammit her attack is so fast, I don't know if my Maker magic can keep up.' he slid on the watery surface and almost fell off the roof because of it 'Dammit that was way too close.'

"Ever since the day I was born I have been followed by the rain. It gives me strength, it makes me invincible. Prepared to be scalded by my jealous rage!" she unleashed several scalding hot blasts of water raining down in his direction.

"What the hell are you jealous of?! Ice Make: Shield!" Gray was forced to protect himself from the water, though his shield was quickly melted by the heat 'Dammit this water is boiling hot, I can't keep this up for long!'

"Like I told you before, I am at my most powerful in the rain. You will never be able to defeat me." Juvia stopped with her attack, only for the steam to clear and reveal that Gray was nowhere to be seen "He used the steam as a smokescreen. He's not just handsome, he's actually quite smart too. I really am in love."

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Gray bolted down the hallways of the Phantom Lord building, his mind racing "I can't waste anymore time with this crazy water chick, I have to figure out how to stop the Giant!" he was promptly met with a hot stream of water bursting through the hallway and engulfing 'Dammit this stuff is so hot it's burning my skin!' and he got blown back out of the hallway and into the open air.

"It's all over now!" Juvia fired a blast of scalding water at Gray while he was still trapped in mid air.

"You wanna bet?!" Gray quickly turned to face the blast of water and prepared to take on the blast in full.

'He just jumped into the scalding water!'

"Now freeze up!" Gray quickly froze the water all the way down to where Juvia was standing.

"No it can't be-" and then she was frozen as well in a massive chunk of ice, blushing profusely as a result 'I should be angry he froze my boiling water, but…'

It was only now that Gray realized he had grabbed Juvia's (surprisingly perky) breast, and almost instantly freaked out "Oh shit oh shit, it's not what you think I swear! I didn't mean to!"

'I've never been so embarrassed, will I be stuck like this forever?'

"Sorry!" Gray retracted his hand, releasing the spell and freeing Juvia from it.

'Even though I'm his enemy, he released me. He's such a nice guy.'

"Hey so let's just start over okay?"

"Let's not. Honestly, I don't want to hurt you so there's no point in the two of us fighting anymore."

"Wait a second, is this your weird way of admitting that you can't defeat me?"

"You know I'm much stronger than Lucy, if you let me then I would be truly happy to protect you."

"Protect me, from what exactly?"

"Well from anything that may hurt you, because I think you're a… you're so…" she started blushing heavily.

"Is it just me or is this rain actually getting worse?"

"Oh this is so frustrating!"

"It won't let up, man this rain is so gloomy."

'Gloomy… gloomy…' hearing this from Gray struck a chord in Juvia, and she fell to her knees as a result.

"Hey what's the matter?"

'I thought he was different… but he's just like all of the rest of them. HOW COULD YOU BE SO CRUEL TO ME?!" and then she pretty much exploded.

"What the hell is with you?!"

'I won't let my feelings for him sway me any longer!' she promptly slammed him with a blast of hot water.

'I'll just have to freeze it again.' at least that's what Gray tried to do, only to quickly run into a problem 'Dammit I can't do it, the water is even hotter than before.'

"I'M THROUGH WITH LOVE AND I'M THROUGH WITH YOU!" the power of her torrent sent Gray flying backwards across the rooftop 'It's true, I am a rain woman. I've lived my entire life as a gloomy rain woman, but Phantom Lord was willing to look past that, and they welcomed me with open arms! I am one of the Element 4, a proud wizard of the Phantom Lord guild! SIERRA!" she changed into a surging water form and charged at Gray in a blind rage at full speed.

"How the hell can you be proud to be with this?!" Gray quickly blocked her attack using an ice shield and then used his other hand to freeze her attack, as well as all of the other water in the area, including the rain.

'He even turned the rain to ice, he's absolutely amazing!'

"Ice Make: GEYSER!" Gray quickly summoned a massive ice tower before him, allowing him to engulf Juvia in it only for it to shatter to pieces seconds later, leaving her falling in mid air as a result.

'I lost… it's all over now… I'm going to fall to the ground and splatter, just like a simple rain drop… I suppose such a fate is a truly fitting end for a rain woman that was never wanted by anyone… Farwell, Gloomy Juvia…' but then she felt something grab onto her.

As it turns out, Gray had grabbed her by the wrist at the last second and stopped her from falling to her death "Just hang in there okay, I promise I won't let you fall." he quickly pulled her back up onto the roof and let her lay there.

"Why… Why did you save me?"

"Just because, now go ahead and get some rest."

'He saved my life…'

"So are you good, you starting to cool down a little bit?" this was followed by the sun finally coming out above them.

'It's so bright… the rain… it stopped…'

"Well what the hell do you know, the sun is coming out."

"The blue sky… I've never seen it before…"

"You serious about that? Well there you go, it's pretty don't you think?"

"Yes, it is… it's truly beautiful…"

"So… You wanna go at it?" he shot her a grin, which prompted her to squeal and pass out with a big goofy smile on her face "Hey what the hell is the matter, is something wrong? Come on Juvia, talk to me already! Say something to me dammit, are you okay? Answer me!"

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The battle against the Phantom soldiers was dying down.

Cana was quick to take notice of a sudden change with the Phantom giant "We've been out here for hours at least and it still hasn't cast the spell, and on top of that it seems like the Giant is slowing down in there."

"So what's the plan then?" asked Bickslow.

"What else? Luke and the others are inside giving it their all to stop that thing, and now we're gonna lend them a hand. The last thing they need are these things distracting them, so now we've gotta wipe them out. We've got some big time shit to wreck, now let's get the hell out there and do this!"

"Right!" and so everyone charged.

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"GRAY!"

Hearing his name being called, Gray glanced over to see Elfman and Lisanna running towards him "Uh, hey guys. Wait what the hell is Lisanna doing here?"

"Long story, tell you later but one of the Element 4 is down for the count."

"Nice, I just beat this one too."

"Why the hell does she have this creepy look on her face?"

"The hell if I know, she must be having a damn good dream or something."

"Well we only have one left now, if we can defeat the last of the Element 4 then that should be able to stop the Abyss Break." Lisanna told him "I was able to figure it out, the energy of the Element 4 is able to power the Giant, probably through some kind of Body Link magic. We can do this, right you guys?"

"Right. We took down three so that means there's only one left, Luke and Natsu are still searching somewhere inside."

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Lucy glanced over at Freed "So Lisanna put me to sleep in order to protect me and keep me away from the fight?"

Freed nodded "Yes that's right, then we brought you to the emergency hideout protected by one of my enchantments. Anyone with a Phantom Lord guild mark is unable to enter."

"I guess they just didn't want me to fight, I know I couldn't do a lot without my keys but that doesn't mean that I'm helpless."

"You have it all wrong Lucy, no one thinks you're helpless. All we're doing is trying to protect one of our comrades and that's all there is to it."

"But still, I can't just sit here and do nothing while they're all fighting to protect the guild out there! I have to go back and help them!"

"I'm sorry Lucy but I can't allow you to do that, I swore on my honor to Lisanna that I would keep you here."

"But that's not fair-" this was followed by the sound of somebody pounding on the door to the hideout "What's going on, who's out there?"

"Just stand back."

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Aria looked down on the wounded and panting form of Natsu "You've endured my attacks and yet you're still standing, very impressive I will admit."

"Oh yeah, well watch this!" Natsu charged at Aria with a fire fist armed and ready to be used to attack.

Happy was growing more and more concerned by the minute 'Natsu's getting beat up pretty bad, I've never seen anything like this. It's a totally one sided fight.'

"There's no way I'm gonna lose to someone like you!"

"Let's see how you're able to fare against my Airspace magic, this will prove to be a true test your power." Aria prepared to use his Airspace magic.

"I don't see no Airspace magic!" and then he slammed straight into it and was sent tumbling back as a result 'What the hell is that, some kind of invisible spell?'

"I must admit Salamander you're much stronger than I believed you to be."

"I can take whatever you can dish out, you should never underestimate the power of a wizard of Fairy Tail! You've got me all fired up now, so let's see what you've got!"

"So be it. Airspace: Zetsu!" Aria attacked Natsu with multiple blasts of air, blowing him backwards.

'Dammit, I guess they weren't kidding when they said that this guy was the strongest of the Element 4.'

"There is always someone better than you young Dragon Slayer."

"I think we're gonna see about that right now! Fire Dragon ROAR!" Natsu breathed out a large fire roar.

Aira disappeared from sight before the blast was able to hit him.

"Well that's just fucking perfect, now where the hell did he go?"

"I shall end this battle with a gift, I will allow you to join your master in his suffering." Aira then appeared behind Natsu "Airspace: Drain!" he started draining Natsu of his magic power, causing him to cry out in pain, and then Aira started crying again "Such a sight is truly sad to behold! Yes, because any wizard caught in my Airspace will be completely drained of their magic power!"

'Dammit I can feel it, my powers are being sucked out!'

"Lightning Dragon Jaw!" luckily for him that was when Luke burst onto the scene and attempted to smash Aria into the ground with a Lightning Dragon Jaw, only for him to escape from it, but at the same time it freed Natsu from the Drain spell as he let Bolt climb off his shoulder and onto the ground "Sorry I'm late Natsu, you okay?"

"Yeah yeah, just give me a minute."

"As much of a loud mouth as ever, you'll be fine." Luke's gaze hardened into a furious glare directed at Aria "So you're the one who harmed our master."

Aria reappeared in front of Luke and gave a confident smirk "The great Luke Drako, such an appearance is truly unfortunate. It seems the brilliant Thunderclap will lose his head alongside his friend and fellow Dragon Slayer salamander."

"You made our master suffer with your actions, I'm gonna make you pay for that."

"Well well, now that I'm finally faced with a worthy opponent I suppose the time has come for me to take this battle a touch more seriously." he promptly removed the bandages covering his eyes.

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Gray looked over at Lisanna "I don't get it, what's so special about his eyes?"

"As evident as it is, Aria keeps his eyes covered with some bandages because it's meant to help him to control his overwhelming magic power." Lisanna told him.

"So what then, it's all in his eyes?"

"That's right, so when we find him we have to defeat him before he opens his eyes because if that happens, then we don't stand a chance of defeating him."

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Cana and the others watched as the massive magic circle began glowing "Okay magic circle is glowing, that's never a good sign. I think it's safe to say we're just about fucked."

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Loke was bolting through the streets of Magnolia as fast as he was able to, his mind racing as fast as he was 'Come on you guys you can't just give up, we can do this!'

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Aria's eyes shot wide open as a powerful whirlwind began surrounding his body and he let out a sinister chuckle "Now come Thunderclap, come and step into Zero, the airspace of death! It consumes the lives of all who dare to enter!"

"A spell that consumes the lives of your opponents huh?" Luke promptly drew his dragon scale sword from his sheath "People like you make me sick, how the hell can you just kill people without a second thought. Does life hold no value to you?"

"It would be more fun to show you! Now come Thunderclap, let's just see how well you can handle this!" he started unleashing even more whirlwinds.

With a yell, Luke charged through them with his sword drawn, cutting through the wind to create a path for her.

'That's impossible, he's cutting through my Airspace! No!'

"Dragon Sword Style: THUNDERCLAP STRIKE!" Luke launched his sword forward and unleashed a blast of lightning from the blade, engulfing Aria in an explosion and blowing him a short distance away "Someone like you,someone who doesn't understand how precious and fragile life truly is, doesn't come anywhere near close to understanding the meaning of true strength. When people think of you all they'll remember is a sobbing coward who fell by my hand."

"That's… so sad…"

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Cana and the others outside were forced to brace themselves for what was about to come, only for her to let out a loud sigh of relief as they watched the magic circle disappear and the Phantom Giant to shut down "The magic circle is gone and the Giant is shutting down, and judging by the lack of over the top explosions I'd say this was Luke's handiwork." she gave a small smile "Way to go you son of a bitch."

"I see… so they stopped the Abyss Break from being cast… that's good…"

Cana glanced back to see Erza making her way across the battlefield in her Black Wing Armor, stumbling slightly "You should be resting inside, you just took on a fucking Jupiter cannon dammit!"

"I couldn't just abandon my comrades when they needed me, especially not when our guild is under attack."

"Well you missed most of the action, the Abyss Break spell is history and Luke and the others inside took out the Element 4. We're winning this one Fairy Tail!" she was met with various cheers.

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Loke stopped running once he noticed the Giant shut down "Looks like they managed to take out the Element 4, that'll show them." but then he noticed a commotion not too far away."

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Freed stood amidst the rubble with a few minor wounds, but aside from that he was unharmed and quickly ushered for Lucy to get behind him "Tell me, how is it that you were able to get past my enchantment?"

"It's not that complicated He With No Taste in Fashion." Gajeel let out a loud snort "You think your guild is the only one who uses Letter Magic? We've got like seven guys like that, sure I can't be bothered to remember any of their names but they do get the job done. Look man it's over, just give up and hand over the blonde before Jose starts getting all pissy."

"You know I can't do that."

"Then you know what's gotta happen."

"I do." he glanced back "Lucy please listen to me, I need you to run from here as fast as you're able to."

"And leave you?!" Lucy let out a scoff "No way, I'll stay here and fight!"

"Please I need you to do what I say, do it for the sake of the guild."

"But…"

"Clearly me enchantments are inadequate at protecting you so I've already released them, now run as far as you can as fast as you can. Dark Ecriture: Darkness!" Freed cast a spell that engulfed him in a bright light, and when it dissipated it revealed that he had taken "Now please just go!"

"I…" unable to form the words, Lucy ran as fast as she could 'I'm sorry Freed, I'm so sorry for this!'

"Oh no you don't." Gajeel blitzed in front of her "You'd really leave the assclown back there to take the fall for you? Doesn't sound to me like that lives up to the morals you guys always preach about. I've faced off with one of you guys before and you've got nowhere near anything on that dude."

"Maybe I don't… But I'm not going down without a fight…"

"I think we'll see about that. Iron Dragon Chains!" Gajeel extended some iron chains out of his fingertips and wrapped them around Lucy tightly, causing her to cry out in pain.

"Lucy hang on!" Freed tried to cast an enchantment, only to be met with Gajeel holding an iron knife to Lucy's throat, stopping him in his tracks.

"I don't think so pal, one more step and the chica here his history."

Freed let out a growl, but knowing his hands were tied as long as Lucy's life was at Gajeel's mercy, he reverted to his normal form and sheathed his sword.

"Looks like you're one of the smarter ones." Gajeel then proceeded to chop Lucy on the back of her neck, knocking her out cold. "And now to get the hell out of here. Dragon Slayer Secret Art: Karma Demon: Iron Spiral!" using his Iron Dragon Slayer magic, he turned his legs and waist into a giant drill and proceeded to drill his way out of the hideout, the hole closing up behind him.

Freed could only bow his head 'Forgive me everyone, I was careless and because of that I failed you.'

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Gajeel drilled out into the streets of Magnolia in order to read out the situation "Hey why did the Giant stop, what the fuck is going on?" he was answered with a loud crash behind him, causing him to whip around and find himself face to face with a certain someone "Looks like a good chunk of you guys know how to say hello."

As it turns out, Loke was standing before him looking pissed "And just what exactly do you think you're doing with Lucy? If you don't let her go right now then I'm going to make sure you regret it. That is to say, you will regret it for as long as you're still alive, which isn't gonna be for very long."

"Is that right, well I happen to like a good challenge so let's do us some dancing Fairy. Iron Dragon Club!" Gajeel shot an iron club out of his arm.

Loke blitzed above the attack and charged at Gajeel with a barrage of magic enhanced punches and kicks.

Gajeel dodged and blocked most of his attacks, receiving a few scrapes and bruises and dealing a few of them himself, but as they fought he noticed something 'What the hell is the deal with this guy? It feels like there's something different about him compared to the rest, he's not like any ordinary Holder type wizard I've ever seen before. So just who the hell are you anyway, and why do you smell different from the rest?"

"I don't know what you're talking about, I never got any complaints from the ladies." but that was when Loke suddenly froze in place and his body began pulsating 'No, not now! Not yet dammit!'

"Iron Dragon Club!" Gajeel smashed down on Loke's skull with an iron club, sending him crashing to the ground "Well that's too bad, you put up a better fight than most of the other chumps did but not by much. Well in the meantime Lover Boy I think I've wasted too much time on you, I'd better get Blondie back to the boss."

"No…" Loke pulled himself at least up to the point where he was on his knees "I won't say it again… let her go…"

"You've got guts if nothing else smartass I'll give you that much. But like I said I don't have the time to deal with you so I'll make this quick. Iron Dragon ROAR!" Gajeel let out a roar and breathed out a large tornado infused with a large number of metal shards that dealt Loke a large number of cuts and blew him clean through a building, which gave Gajeel the opportunity to get away with Lucy and he made a beeline back towards the Phantom Giant.

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Jose was practically foaming at the mouth over the current progress of the battle "I don't believe this, my strongest wizards the Element 4, were completely wiped out by that worthless scum from Fairy Tail!"

"Well then doesn't that make them worse than scum?"

Jose whipped around and saw Gajeel entering the room with Lucy slung over his shoulder, and he gave a smirk "Gajeel, so you've returned to me bearing a gift have you?"

"Yeah I had to take a piss in a bathroom that didn't smell like Aira or Juvia, and I picked up a little something for you while I was out."

"Vulgar as it may be, that's still very impressive of you my boy. How were you able to track her so quickly?"

"Anyone who knows how a Dragon Slayer works knows not to underestimate just how strong our sense of smell can be."

"She is alive though isn't she? She's worthless to us if she doesn't have a pulse."

"Calm down she's not dead, I was actually gonna use her to get some feedback on my stuff own before we hand her over." Gajeel put Lucy down on the ground.

"Excellent as always Gajeel, I knew I could count on you." he looked down at Lucy and smirked as some magic energy appeared on his fingertip, and he fired it.

Knowing what was coming next, Gajeel looked away and gritted his teeth.

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"Attention you pathetic worms of Fairy Tail, listen to me carefully because I'm only going to say this once."

"What the hell?" Luke's head snapped up and he screeched to a halt "That's Jose, what the hell is he doing?"

"We have captured your precious Lucy Heartfilia, if you don't believe me then let me provide all of you with some evidence." what could be heard next was the sound of Jose blasting Lucy all over her body, causing her to scream in pain and agony "Anyway this means that our first order of business is now out of the way. And that leaves us with just one other thing, my personal favorite part, wiping all of you miserable wretched brats right off the face of the Earth once and for all!'

Luke could feel his teeth grinding and the vein in his forehead throbbing from the rage he was feeling "Jose… you son of a bitch…"

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Freed wasted no time in racing back to the battlefield, his mind racing 'Please forgive me everyone, you gave me one simple tasked and I failed in it miserably.'

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Loke struggled to pull himself back to his feet and he slammed his fist into the ground out of pure frustration "I knew something was wrong… I should've been here sooner… But I was afraid… I was too scared to be near Lucy… and now she's gone… Pathetic!" he let a tear roll down his cheek "She's right… I do look absolutely pathetic… Don't I, Karen?"

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Macao and Wakaba and the rest watched as more Phantom soldiers came rushing out of the fortress "Great now there's more of them and they wanna fight too, you've gotta be kidding me right now."

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Jose glanced back at Gajeel "I want you to keep an eye on that girl."

"And what the hell are you gonna do?" asked Gajeel.

"There are still some pests scuttling around my guild hall."

"Let me take a wild guess, Thunderclap and Salamander?"

"Yes, the two of them and their friends. They've proven to be rather lucky thus far but their luck is about to come to an end, I'm going to exterminate them myself."

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Luke blasted a wall down out of pure rage and frustration "Dammit, they got Lucy! Son of a mother fucker!"

"So what do we do now?" asked Natsu "In this case can we do what I want and just barge in on them like a bunch of pissed off animals?"

"Well you're half right. Natsu I've got a job for you right now and that insane untapped potential you have in there."

"Wait what?"

"You have incredible potential Natsu, it's lying dormant deep inside of you. I need you to have faith in yourself like I have faith in you, find that power and awaken it. That's part of the reason why you're the only person I can trust with this task, I need you to go take down Gajeel and rescue Lucy. Show me what you've got Natsu, show me what I've always known: That you have the potential to be the best of us."

"...You wanna see it? Well fine then." Natsu gritted his teeth as his flames manifested across his body, taking on the form of a dragon as he let out a truly primal roar.

"Now go."

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In the East Forest…

Makarov slowly opened his eyes at the sound of a roar "Natsu… Luke…"

"So you're awake." Porlyusica noted "Tell me Makarov, how are you feeling?"

He tried to sit up.

"No not yet, first you still need to rest."

"Since when have I ever listened to you?"

"You recovery was actually remarkably speedy for someone who was so long in the tooth like you are."

"Is that so? Well then…"

"Do you hasten to your death?"

"That's a risk I'm willing to take, my children need me right now. Thank you for your help, as always." and with that, Makarov took his leave.

'I swear, with him nothing ever changes…'

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Luke stood alone with Bolt in the hallway, letting his body crackle with small amounts of bio electricity and his magic power bubble beneath the surface 'So he's finally coming, I can smell his stench all the way from here.'

"Hey Luke!" that was when Gray, Elfman and Lisanna showed up "You okay? Looks like we missed something pretty big in here."

"Most of this was caused by Natsu before I even got here, also what the hell is Lisanna doing here?"

"Phantom captured me and tried to kill me, but Elfman did a Full Body Takeover and saved me from them." Lisanna told him.

"Is that what that was about an hour ago when I heard what I thought sounded like an angry rhino giving birth?"

"Yeah and then I- What the hell?" Elfman looked down at where Aria was lying on the ground unconscious "Is that that Aria guy? You mean you beat him all by yourself?"

"The guy wasn't really too tough, all I did was cut through his air magic with my lightning magic and my sword and then I ran him through. We don't have time for small talk though, Lucy was captured by Phantom. I sent Natsu ahead to go save them-" Luke suddenly paused as a black haze entered the room "Oh shit."

"What the hell is that?" Gray muttered.

"For a lot of people, that would be death itself."

"I don't like this, I'm a fucking ice wizard and this is giving me chills. Whatever this thing is it's pure evil."

"I'll give you one guess who's causing this."

"Bravo bravo gentlemen, lady and feelines. Very impressive wizards of Fairy Tail, you all have proven to be quite keen." and who should appear in the room but Jose himself, evil black and purple energy radiating from his body "I knew this would prove to be fun, but never in my wildest dreams did I think it would prove to be as entertaining as this. You annihilated the Jupiter cannon, you disposed of my elite Element 4, and you even managed to bring my magic Giant to its knees."

"Yeah judging by the literal black cloud hanging over him and the fact that just being near him makes you wanna hurl, this would be Master Jose, the master of the Phantom Lord guild that we have to deal with now."

"I must thank you all, you've all been so kind as to entertain me that I simply must return the favor. And believe me when I tell you that I intend to return it in full."

"Guys…"

"We already know, get ready. Ice Make-" Gray was promptly cut off by Luke slapping a hand over his, as well as one over Elfman's arm.

"No, you're not fighting."

"For once one of you knows when you're outmatched but it doesn't matter, your demise has arrived! Death Slice!" he waved two fingers in front of them, engulfing the group in an explosion that also carved a deep trench into the ground.

When the smoke cleared, it revealed Luke standing between Jose and the others with his sword held out in front of him crackling with lightning "That was way too close."

"How fascinating, to be able to take an attack from me and counter it with one of your own of equal power and to not even feel winded."

"What keeps me going isn't the blade in my hands or the Dragon Slayer magic that was given to me by my father, but it's my resolve to protect the people I hold dear that push me to keep moving forward. I'll take anything you dish out to me so long as I know that I can protect them from the pain you deal."

Luke glanced back at the others "Bolt, Lisanna, listen to me very carefully. I want the two of you to take Gray and Elfman back to the guild right now."

"But what about you?" asked Gray.

"What else, I'll stay behind and deal with Jose myself."

"What?! But you can't just-"

"Save it Gray, don't try to play the hero." Bolt cut him off "You heard what Luke said now come on, we have to get moving. You already know what this guy is capable of so you know that he's way too much for you, if we stick around then we'll only get in Luke's way. He'll just be stuck worrying about us rather than concentrating on beating the ever loving crap out of this guy like he's supposed to."

"But we can't just abandon him!" Elfman protested "A real man never leaves one of their comrades behind!"

"But a real man knows to listen when their comrades are right." Luke told him "I hate to break it to you Elfman but Bolt is right, Jose is way stronger than any of you could possibly prepare for right now. Just go down there and make sure that Cana and the others are okay. Make this a man to man promise that you'll do what I need you to do, let me finish my business and keep the guild and everyone in it safe alright?"

"...Man to man?"

"Man to man. I'll finish this guy off as fast as I can, and then I'll be seeing you and everyone else really soon."

"Dammit, you used my manliness against me." Elfman grabbed onto Lisanna as she summoned a pair of wings "Let me just make one thing clear to you Luke, don't think I like the thought of leaving the fate of the guild to only one person, but don't you fucking dare die on us or else I won't forgive you, and neither will anyone else, especially Cana." and with that, the four of them took off, leaving Luke alone to deal with Jose.

"I'll be sure to keep that in mind." Luke wasted no time in taking off his glasses and throwing them aside "Alright Jose, let's do this."

Jose let out a chuckle "Well well, the Thunderclap of Fairy Tail is what they call you isn't it? Powerful, courageous, driven and quite noble hearted. Being able to destroy you will bring me unbelievable amounts of pleasure."

"I think we'll see about that."

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Gajeel quickly finished up pathing the last of the bullet sized holes in Lucy's shoulder "Not like real healing magic but it'll do the job."

"Thanks, I guess." Lucy muttered quietly "But you kidnapped me didn't you, so why did you bother to heal me?"

"Well part of it is because your dad wants you alive and the master would have my head if you died on my watch."

"Even though he blew bagel sized holes through me?"

"He's a psychotic idiot, I thought you already knew that. I might work with a bunch of morons but a guy has to make a living, and I don't play dirty or anything. Besides, I could use someone that can give me some feedback."

"Feedback, on what exactly?"

"Hey he gets to have all the fun then I'm gonna make some use of you." he reached into a nearby cabinet, causing Lucy to pale at the thought of what he was getting, and then to blank on what he was actually getting: a guitar.

"...Huh?"

"What, I have hobbies and I need to hear some feedback on this song I wrote."

"Uh… well okay then."

"Okay so the tune is called Best Friend, this is how the song starts." and then he started playing the guitar.

"You're sparkling and colorful

Shoo-bee-doo-ba

You caught my eye

Like a shiny piece of metal…"

'So let me see if I understand what's happening right now. I'm being held captive by a Dragon Slayer who works for an evil guild that was hired by my evil dad to bring me home after a year, but this evil guild has a grudge against my guild and they're all outside fighting and trying to kill each other, and the Dragon Slayer guarding me… is trying to get me to listen to a song that he wrote. What the hell has my life come to?!'

"Do-do-do

Shoo-Bee-Doo-Ba

Sha la la

One bite is never enough!" Gajeel finished that verse and put down the guitar "So that's at least the first three verses, that's about as far as I've gotten right now. So what do you think?"

"Well… lyrics wise actually not half bad, the voice could use a lot of work." she was met with an iron club hanging over her head.

"For the love of fuck, I swear if I hear one more crack about my voice sounding like a mix of gargled nails and an angry rhino then someone's gonna fucking die!"

"That's not where I was going with this dude, it just sounds like your voice is pretty scratchy and stiff."

"I know I can't hit the high notes dammit, why do you think I was going for a Blues style sort of feel there?"

"Oh the Blues, that makes so much more sense."

"Well at least someone has enough brain cells to understand that much-"

"HOW THE FUCK IS THIS FOR CHEE BOO BEE DA?!" that was when Natsu suddenly burst upwards through the floor and dealt Gajeel a brutal uppercut, sending him flying backwards at full speed.

Gajeel quickly rebounded off a wall and landed on the ground "Okay first of all, the term is Shoo Bee Doo Baa you moron. Second of all, I knew I could smell you coming. Took you long enough though. Now the real fun can begin."

A/N:

And thus begins the second act of the Phantom Lord arc, with the final showdown looming beyond the horizon. I believe that the highlight of this chapter is expanding on the role reversal between Mira and Lisanna in the incident with Elfman's Full Body Takeover, and the guilt shared by both Luke and Elfman, with one being the one who was saved from the fatal blow, and the one who actually dealt it.

One problem I ran into while writing this chapter was how I included the Thunder Legion, because looking back now Freed would be way too overpowered, so in order for Gajeel to be able to abduct Lucy like in canon, I had to find a solution for that, so sorry if it's not very satisfying or if Freed seems underpowered.

I'm just throwing this out there now, Gray x Juvia is one of my three favorite pairings from Fairy Tail, the others being Gajeel x Levy and Jellal x Erza. The only one of the big four I don't ship is NaLu, for reasons I've already explained.

In case it wasn't clear, in Lucy's dream I made a reference to DBZ Abridged by Team Four Star, specifically Mr Popo/ Dumplin. I am an absolutely huge fan of TFS, in case that wasn't obvious already.

I replaced the scene of Gajeel beating Lucy with a scene of Gajeel doing his music thing earlier than in canon because that scene honestly just made me cringe a lot, and because I already stated that I'm toning down Gajeel's level of evil in this arc in this story.