"Sir!" Zihark immediately made his way over to Sirus with a shocked expression etched onto his features. "W-What just happened to Lucifer?! His magical energy just vanished!"

"It appears..." Sirus started as he gazed at the newly transformed Kairi in her Angel Soul: Lucifer. "It appears that the angelic takeover mage was a larger threat that we originally intended..."

"So she can just take us all over?!" Zihark asked with a worried expression.

Sirus laughed at Zihark's question, shaking his head in response. "Oh, Heaven's no! She can't even control Lucifer's power, so she wouldn't even be able to control any of ours! Right now, she's one of the most dangerous things in this city, excluding ourselves."

"Should we keep an eye on her?" Zihark inquired while glancing over at Kairi.

"Hm...just to be safe, I think so. Right now, it doesn't seem like she'll be much trouble to us, but you can never be too safe."

"Alright, sir!" Zihark nodded before flying down into the city.

.

.

Multiple shockwaves bombed throughout the skies ah e the battle ridden city. Mirajane and Kairi were exchanging punches at a blinding rate. Kairi was gaining the upper hand in the exchange as most of her punches were actually landing on Mirajane while Mirajane's punches were dodged or blocked. Kairi then spun her body around, landing a powerful roundhouse to Mirajane's side, sending the demon, Halphas, flying away quite the distance. "Ugh..." Mirajane quickly spread her wings out to catch herself, panting heavily as she could feel the end of her magic supply nearing, but she had to make sure Kairi was at least down before she could give up.

"Nee-chan, she's an ally! Stop it!" Skye pleaded from a building below, but the chestnut-haired requip mages words fell on deaf ears, as Kairi didn't even acknowledge Skye's presence just yet.

"She can't hear you..." Mirajane replied to Skye. "She's lost all rational thought, and she needs to be defeated..." After that, a magic circle appeared over Mirajane; the S class mage coughed heavily as she began to use magic she didn't have, but in the end, she was able to transform into her most powerful form, Sitri. Flames covered the demon's body, and with her immense speed, she appeared in front of the angel mage, swinging a leg coated in said flames towards Kairi. Kairi barely had time for a reaction, but by the time she had even noticed Mirajane, it was too late, as the kick landed on her side, sending her spiraling away with a heavily charred side. Kairi caught herself, and flew towards Mirajane once again, and the two entered yet another stalemate, appearing every other second only to continue exchanging punched and kicks in close combat. The shockwaves were larger, and the people below in he city felt the power behind the shockwaves.

.

.

"What on Earthland is going on up there...?" Heather asked as she squinted while looking up into the sky, using her sight magic to get a better look of things.

"What do you see?" Zalen asked while standing beside Heather.

"That's Kairi...and she's fighting that Mirajane?" Heather had a had time believing what she was seeing.

"Aren't we all allies here?" Zalen shouted. "Kairi, what are you doing!"

"She can't hear you..." Heather said calmly to Zalen's shouting.

"Oh yeah...she's all the way up there..." Zalen sighed.

"No. I mean she really can't hear you," Heather clarified. "Her appearance is much different than it usually is...she must've taken over one of those angel captains and now the power is too much for her. In other words, she's not in control of herself right now."

"As a Man, I shall not sit back and let my sister fight alone!" Elfman shouted as he entered his Beast Soul: Weretiger.

"You should stay down here and help us, guy," Adacore responded to Elfman's outburst. "I know you wanna help your sister, but I think she can handle herself. Besides, we need all the help we can get down here." As Adacore spoke, the pointed his hands down, creating a red and yellow magic seal beneath a large group of angels. "Lightning Flame Eruption!" The magic circle then unleashed a powerful eruption of lightning and flames upon the angels before they could even grasp the situation.

"I have faith that Kairi will snap out of it before anything bad happens..." Heather nodded firmly, turning around as her poisonous scales coated her arms and legs. "Now then..."

"Time to get back to work..." Zalen grinned slightly as he brought his arms up, creating two diamond pillars. He then clenched his fist, wrapping the diamond pillars around his fist to increase his offensive capabilities. "Let's go!"

.

.

Mirajane swung her leg at Kairi, who did the same action. Their legs clashed, creating yet another shockwave. Mirajane jumped back, raising her arms above her head. She began to charge a sphere of darkness magic over her head. She then unleashed a large blast of darkness magic towards Kairi that eventually became a pillar that covered the entire area. "Satanic Blast!" As Mirajane prepared her attack, Kairi did the same, forming a sphere of light magic in one hand, and a sphere of light magic in the other. She then merged these two spheres together, causing the combination of magics to momentarily shrink. With perfect timing, she threw her arms forward, unleashing the Morning Light's Descent at the Satanic Blast. The Morning Light's Descent expanded while coming into contact with Mirajane's attack, giving hers the edge when the collision resulted in a devastating explosion, damaging both Kairi and Mirajane; the force was strong enough to send both females flying to opposite ends of the city, and those below were thrown back by the force as well. After the explosion faded, the two females weakly flew back to where they were fighting, but it seemed that neither was willing to give in. "Snap out of it already...!" Mirajane shouted as she glared at Kairi, but it didn't seem like Kairi was hearing her even now.

With no words, Kairi prepared yet another attack. The angelic mage held her palms at her side, and began to rotate them. This prompted two magic seals to appear over Mirajane, one light, one purple. "Fall of Heavens." The two circles then unleashed raw magic upon the demon, but she refused to let the attack get the better of her. During the assault, Mirajane cupped her hands together, creating a sphere of darkness in the space between them; her Soul Extinction attack. With a demonic shout, she threw her arms forward, sending the beam if darkness hurtling towards Kairi. The angel had no time to react as the sphere slammed into her, creating a deafening and devastating explosion that covered the entire sky.

"N-Nee-chan..." Skye's eyes widened from the scene, though she didn't have much time to look at it as the shockwave from the explosion nearly blew her away. The brought up her forearm to protect herself from the vicious wind that flew around wildly. When it all died down, both Mirajane and Kairi were still in the air, staring at each other.

"..." Mirajane winced, and she fell first. Her takeover spell wore off and she returned to normal, revealing all the bruises, scratches, cuts, and blood all around her body. She lost consciousness as she plummeted to the ground.

"Mira-neee!" Lisanna screamed as she hurried to rescue her falling sister, even changing into her Bird takeover to increase her speed, but even then, she wasn't going to make it.

Kairi held her palms at her sided again, preparing yet another Fall of Heavens, but she stopped, gripping her head with a scream. Her eyes returned to their normal purple tint as she regained rational thought. It wasn't for long, but she forced herself to return to normal, only to reveal her heavily injured body. With no magic left to support her, she closed her eyes as she too fell from the sky and towards the ground.

"Nee-chan!" Skye scrambled as she started to run. She ran as fast as her body would allow her, but she wasn't going to make it.

"They're not going to make it..." Sirus thought to himself as he watched the angel and demon fall to the ground.

Just then, a bolt of lightning appeared, whisking Mirajane and Kairi from the sky. Laxus landed on the nearest building, both of the unconscious females in his arms. "That was almost too close..." Laxus grunted.

"Laxus-San!" Juvia let out a sigh of relief upon seeing the lightning dragon save Mirajane and Kairi.

"He caught them..." Luke let out a sigh of relief. "He could've let Mirajane fall-"

Lisanna, who had flown back after seeing her sister caught, quickly slapped Luke across the face for such a comment, glaring at him. "Hmph!"

"Ow...?" Luke blinked a few times as he felt the sting from Lisanna's slap.

"I gotta find Wendy or that Aira girl so these two can at least be in decent shape..." Laxus said as he scanned the area. He noticed a dark red explosion from one end of the city, knowing the cause of it right off the bat. "Found her."

.

.

"These things just won't quit!" Cynthia yelled as she unleashed an Omega Fire Dragon's Wing attack upon the angels, which was multiple waves of darkened red fire that crashed into the angels, creating multiple explosions on contact.

"Don't let your guard down!" Carla shouted from the sidelines.

Wendy's cheeks puffed out as she ran forward. She opened her mouth just as a sky blue magic seal appeared before her. "Sky Dragon's Roar!" As her mouth opened, a funnel of sky blue wind raced towards the angels, striking just about all of them, sending them flying away. "They're so many..!"

"I feel like there's more of them..." Cynthia grumbled as she slammed her fist into the ground, creating a red magic circle. "Eruption!" From the magic circle, a "volcano" of red fire shot out, splitting the ground open. The angels managed to avoid most of the fire, but their wings were clipped by some of the fire. "I got some of them!" Just after that. An angel fired off a magical arrow, striking Cynthia in the shoulder. The shot caused Cynthia to let out a shout of pain as she staggered back a few steps, hitting the ground on her back. "A-Ah! Why is it always the arm?!"

"Cynthia!" Wendy immediately rushed over to Cynthia, kneeling down as she opened her palms, her hands emitting a sea-green light as she started to heal Cynthia's injuries.

"Wendy, look above you!" Carla shouted as her expression quickly changed into a look of horror. Above Wendy was a circle of angels all ready to fire their arrows down on the girls.

"Wendy, g-get away!" Cynthia yelled.

"B-But...!" Wendy started to object, but she didn't have the time to as the angels released their arrows upon the girls.

"...God's Bellow!" A familiar voice shouted as a vortex of black wind consumed the arrows and the angels, shooting them through several buildings.

"W-What...?" Wendy's ears perked up at the voice, and she, Cynthia, and Carla looked up at the nearby building, their eyes widening.

"Chelia Blendy, Sky God Slayer at your service!" Chelia exclaimed while pointing to herself with her thumb. jumping down to stand across from the three females.

"Chelia!" Wendy and Cynthia shouted in unison as they tackle hugged the magenta-haired girl.

"Gah!" Chelia exclaimed as she fell to the ground, laughing somewhat.

"She's...here..." Carla thought to herself.

"Don't you ever do something like that again!" Cynthia shouted as they all stood up. "You scared me...and Wendy..."

"Sorry..." Chelia frowned as she looked up at the two girls, feeling rather guilty for her decision back at Tartaros Castle. "But, I'm here to help you all fight!"

"Let's kick some angel butt!" Cynthia shouted at the top of her lungs, feeling, well, fired up now.

.

.

Jellal pointed his arms forward, unleashing a flurry of ghost towards Layanna, figuring her Black Ice sword would be unable to freeze a non physical entity. And Jellal was correct with his thought, as he forced Layanna to fly away to avoid the ghost, now changing into a more suitable weapon; her Twin Angel. Two medium sized pistols. "Now we're making progress..." Jellal smirked slightly as he used Meteor to continue flying around to keep pace with Erza and Layanna.

Layanna aimed her pistols at both Erza and Jellal, unleashing multiple rounds of light towards the pair. "Fall."

Erza changed from her Flight Armor to her Black Wing armor once again, soaring into the sky at blinding speed with her sword drawn back. After clearing through Layanna's assault, she brought her sword down, slashing Layanna's side. The angel bit her tongue to keep from crying out, and pointed one of her pistols as Erza while she was close, and clicked the trigger. The bullet of light slammed into Erza, stunning her as she fell from the sky, her sword falling out of her hand on the way down.

"Erza!" Jellal exclaimed as he flew forward, just barely catching the scarlet haired mage before she hit the ground. Jellal set Erza down gently and flew off towards Layanna once again, unleashing a plethora of Heavenly Arrows to counter the shots from Layanna's Twin Angels, multiple explosions lighting up the sky as Jellal flew in an intricate pattern. "Almost done..." Jellal thought to himself as he almost finished his pattern, Layanna landed a shot on his chest, the bullet of light exploding on him, sending him flying away.

Just as Jellal went down, Erza jumped up in her Lightning Empress Armor, swinging her spear towards Layanna, which sent a bolt of electricity towards Layanna. The angel just barely managed to dodge, but the electricity clipped her wing, causing her to spiral around a bit before coming to a stop once she gained control. "Tch..."

.

.

Natsu, Lucy, and Happy turned a corner, entering a wide open area of the city. Just coming in from the other side of the city was Cana, who waved to the trio. "Natsu, Lucy, Happy!"

"It's Cana!" Lucy exclaimed as she ran over towards the drunk. "You're okay!"

"Of course I'm okay!" Cana replied. "How is everyone else holding up?"

"Everyone seems to be alright," Lucy responded with a nod.

"I just want punch that Sirus guy though!" Natsu groaned.

"You'll get your turn, Salamander," Cygnus said as he ran in from another side.

"Tch, you're here?" Natsu asked while crossing his arms.

"I felt a presence coming in this direction. I wasn't expecting to run into you chumps," Cygnus replied.

"Who are you callin' a chump?!" Natsu asked as he immediately went forehead to forehead with Cygnus.

"We don't have time for this!" Lucy groaned.

"He sure is hard headed..." Cana sighed while placing a hand on her forehead, shaking her head in disappointment.

Happy couldn't help but snicker, but something in his head told him to look up, so he did. "WAAAAH LOOK OUT!" Happy screamed as his eyes bugged out in a comical fashion, frantically pointing up to the sky to get everyone to look.

"Huh...?" Lucy looked up, her own eyes wide for a split second. Nobody really had any time to react as Zihark landed on the ground, his impact so powerful it sent Cygnus, Natsu, Happy, Lucy, and Cana flying in different directions.

"Who's this asshole?" Cygnus asked as he stood up, dusting himself off.

"I am Zihark..." The angel said as he stood up, allowing his angelic wings to show. "Second in command, only second to Sirus in power."

"So in other words he's like the ace of the angels..." Cana said as she stood up, but she didn't prepare what was left of her deck of cards just yet.

"The ace, huh?" Natsu grinned from ear to ear excitedly as his flames erupted from his body. "I can take him!" Natsu immediately charged forward, his arm pulled back. "Iron Fist of the Fire Dragon!"

"Heh..." Zihark merely grinned, placing his hand out as a sphere of light formed. "Light sphere." Zihark fired off the sphere of light in Natsu's direction. The battle ready Salamander thought he could get rid of the incoming sphere by punching it, but he was wrong. The light exploded on him, sending him tumbling across the ground.

"Natsu!" Lucy shouted as she watched Natsu roll, but he eventually came to a stop.

"Guys, I have a way to deal with him!" Cana said as she ripped off her sleeve, revealing the famous Fairy Glitter tattoo. "Keep him busy for me for a little bit, eh?"

.

.

"Annoyingly fast..." Shot after shot, Layanna fired in attempt to strike Erza. Titania wasn't an easy target with her Flight Armor on, but hitting her would provide a window to finish the battle, that's what Layanna thought. Though she was starting to get highly annoyed at Erza's speed. Eventually, she got an idea, firing a shot where Erza was going to be. The shot didn't hit Erza, but instead the ground in front of her, and the explosion of light forced Erza to bring her hands up to defend her eyes from the light. While this happened, Layanna requipped to her basic blade, Angelica, and flew forward, now aiming a slash at Erza's side.

Erza grit her teeth, unable to defend against the slash Layanna landed on her side. She barely let out a cry of pain, but instead quickly retaliated with her own slash, but Layanna had flown back into the sky by then, and Erza panted from exhaustion...yet she smirked. "Heh..."

"What's so funny...?" Layanna inquired as she kept her eyes on Erza.

"Heavenly Body Magic: Grand Chariot!" Exclaimed Jellal as he now finished the pattern he was flying in before.

"What?!" Layanna turned around, only to see a giant pattern behind her. Jellal's Grand Chariot unleashed powerful beams of magic towards Layanna, who had no time to react. The lights consumed Layanna, and she released a loud scream of pain. When the attack faded, she hit the ground, unconscious; the halo on her head vanished as she just laid there, breathing heavily.

"Ugh..." Jellal groaned as he sat down, taking a breather.

"She was strong..." Erza stated as she took a breath. "That's two down...three to go..."

.

.

Magnus trudged towards Chelia, Wendy, Carla, and Cynthia with Gaia slung over his shoulder. "Found you...and it looks like you've cleared this area as well. Very nice."

"Hey, that's..." Chelia started.

"There you two are..." Laxus stated as he walked in with Kairi and Mirajane still in his arms. "Huh?" Laxus raised a brow as he eyed Chelia. "I thought you..."

"It's not important right now!" Cynthia shouted. "There's Gaia, Mirajane, and Kairi..."

"Place them down," Wendy nodded. "I don't know how well we'll be able to heal them, but we'll try." Laxus and Magnus nodded, placing the three females down gently.

"Alright, let's do this..." Chelia nodded as she and Wendy placed their hands over the tree females. A sea green light appeared on their hands as the treatment began. A few minutes later, the three females woke, but only Gaia stood up, wincing.

"Ugh..." Gaia groaned as she placed a hand on her forehead. "I need a mountain..."

"Everyone's awake!" Cynthia clapped her hands together excitedly.

"Barely..." Kairi mumbled as she was in a state of half consciousness.

"You two did good," Laxus said with a nod, handing both Kairi and Mirajane a little praise. "Would've been better if you didn't lose control, but I suppose that couldn't be helped. You two rest up, and everyone else will handle this."

"Alright, Laxus..." Mirajane nodded slowly.

.

.

"Two of my captains have been defeated..." Sirus grumbled as he noticed the battle turning in favor for Earthland. "This isn't boding well...the army is starting to lose their moral..." After a few minutes, Sirus snapped his fingers. "I didn't want it to come to this, but I will take any steps necessary to complete my mission." The clouds spread apart, the area began to tremble violently as a large cylinder pointed down at the city of Crocus. The cylinder continued to lower, now revealing itself to be a large cannon with a keyhole on the side. "The Reset Cannon..."

"What the heck is that...?!" Sting asked as he looked up a the cannon.

"Ah. We're going this far, eh...?" Cumore chuckled as he flew to the Reset Cannon's Keyhole. "Sir, if I may have he honors!"

"Of course, Cumore..." Sirus nodded as he pulled out a key with angel wings. He threw the key to Cumore, who caught it with a grin. "This cannon is so powerful we were forced to use an indestructible key to activate it...if not, this thing would have tore up the heavens...even I didn't want to bring this out, but I have no choice now...Cumore!"

"As you wish, sir!" Cumore grinned triumphantly, preparing to insert the key, but before he could, a burst of wind struck his hand, causing Cumore to drop the key into the city below. "WHAT?!"

"Nice shot, Aira-San!" Melanie clapped her hands excitedly as she grinned over at Aira.

"That was a close one...!" Aira sighed, but she grinned as the key fell.

Just before Cumore could grab the key, a shadow hand snagged the key before he could reach it. Taken grinned as he now held the key in his hands. "If we can't break it, I guess we'll have to keep it away..."

"Guess we can call this a game of.../Key/p away!" Luke shouted from afar. Not even a second passed when someone slapped Luke in the back of the head. "OW?!"

"Catch me if you can..." Takeru grinned smugly at Cumore before dipping down into the shadows.