Sorry for the wait everyone, things got a bit crazy towards the end of December, but we're back with another chapter. I think you'll all really enjoy this one, especially if your a fan of Erza like we are. We made sure to make it extra epic. We cant wait to hear what you guys will have to say about it in the reviews. Its gonna be awesome!

Disclaimer: I don't own Bleach of fairy tail. Those belong respectively to Tite Kubo and Shounen jump and Hiro Mashima and Weekly shounen magizine. This is just for fun!

Ankoholic Disclaimer: As you can probably imagine I do not own the Fairy Tail or Bleach series or any of the characters that appear in either. The honor of being the man behind Fairy Tail belongs to the one, the only Hiro Mashima. Oh, and Bleach's creation rests solely on the shoulders of some other guy. Oh sure, I've purchased plenty of manga, DVDs, video games and maybe a few too many action figures and statues of Erza Scarlet and some Bleach character (though only the Fairy Tail merchandise remains at this point), but the series themselves? Oh no, they're certainly not mine. You'd know if it were me in charge. Though to explain how different Bleach would be... Well, to detail that would take a higher word count than this story will eventually end with. Though oddly enough, little would actually change about Fairy Tail. Huh. Go figure.


Liltotto Lamperd had been confident in her plan. She had been confident in Natsu and Totomaru's chances against Kusaka. She had been confident in Gray and Juvia's chances against Yin and Yang. She had also been confident in Wendy and her own chances against Aria of the Heavens. Then there was Elfman. That was one she was not entirely sure could win against his opponent, Sol of the Earth, but Liltotto had hoped he would received back up once another battle had ended. The Quincy had hoped that it might very well be herself and Wendy that would have aided him, but as she and the Sky Dragon Slayer lay on the ground, she was beginning to question her tactics.

Aria of the Heavens was proving Liltotto's plans suspect.

"This is all so sad," the wizard said as he hovered in midair, tears staining his face as they continued to flow out from beneath his bandages. "A member of the Element Four reduced to fighting weaklings such as yourself, it's such a shame!"

"Lil," Wendy said as she knelt on the floor, the Dragon Slayer showing signs of damage. "I'm so sorry..."

Liltotto looked to Wendy then as the Quincy began to pull herself up to a standing position. "It's not your fault, not at all. I... pushed you too hard, Wendy."

Liltotto remembered well how she had joined the Vandenreich at a young age, how she had become a soldier in the service of Yhwach far too soon for the liking of anyone sane and rational. Yet at the time she had thought nothing of it. Now, however, she was questioning herself. Even if Wendy had found the drive to accompany her despite her reservations, her presence in this life or death battle was all Liltotto's fault.

"I'm," Liltotto began to say, "the one who should be apologizing, Wendy."

The best laid plans had fallen asunder. Liltotto had expected Wendy's abilities as a Sky Dragon Slayer to be the perfect counter to Aria's form of elemental magic, but the member of Phantom Lord had proven his true potential in this battle. His attacks were invisible, as was his manner of movement, proving problematic. Wendy had been able to sense both, the air her element as well, but Aria was a master and she an unproven novice.

It was the biggest flaw in Liltotto's plan, yet it had not been entirely foolish. Wendy had been of assistance, the wizard helping keep Liltotto alert to Aria's attacks to some extant.

"Wendy, you've been a great help," Liltotto said as she began to stand, her legs shaking a little bit, "and for that I thank you."

Wendy stared at the Quincy in confusion. "Lil?"

Aria, meanwhile, simply appeared a distance away from the two, the Phantom Lord mage continuing to talk. "You two refuse to die, even after repeated Zetsu techniques? How sad... for you."

Liltotto and Wendy both watched as Aria rose a hand up, fingers slipping underneath the white blindfold. Then did he quickly tear the cloth off, leaving his magenta eyes out in the open. Almost immediately did Liltotto feel a spike in the wizard's magic power.

"You've proven yourself resilient," Aria said, "and for that I will grant you the honor of dying from my unsealed powers. Please... don't be sad. This should be a great honor."

"Lil," Wendy whispered, the Sky Dragon Slayer's skin beginning to crawl. "I... I'm scared..."

Liltotto heard the voice of her ally, the Quincy chiding herself even more-so for getting Wendy into this situation. "Don't be," Liltotto said, trying to keep her voice calm and steady. "I promised to Bambietta that you'd make it through this and I refuse to let her down again." Liltotto looked at Aria then, her eyes narrowing. "And you... Don't talk like that, you hear me? There's no honor in death. Something you're about to find out."

Liltotto's plan had not gone as she had hoped, no, but its success was not entirely out of the question just yet. She had one last strategy to employ, one she was leary about using thanks to the potential drawbacks, but it was also one she would have to try for Wendy's sake if no one else's. So Liltotto braced herself and began to draw on the magic around her in an attempt to fuel her Quincy powers.

Then, in an instant, did her plans change.

Lightning tore through the ceiling of the room, the golden bolt striking the floor with enough force that Liltotto could feel the entire structure shake. Then did the lightning fade, a figure emerging from it. He was tall and broad shouldered, a black coat hanging from those very same shoulders like a cloak.

Liltotto furrowed her brow. "The Fairy Tail douche-bag?"

Wendy's eyes began to light up. "Mister Laxus?"

The blond haired man looked over his shoulder at Wendy, his scarred left eye glaring at her. "Man, look at you two. It's no wonder you wanted me to come help you all out. Bunch of losers..."

Liltotto grew annoyed while Wendy began to simply sniff back, trying to keep herself from shedding any tears.

Laxus' face began to soften a slight bit before his expression hardened again. He turned his attentions away from Wendy. "Look at you weaklings, making me be nice because it's the right thing to do."

Wendy wiped her eyes then, a slight smile crossing her face. Liltotto, meanwhile, shrugged. "I guess he's not a total douche-bag..."

"Laxus Dreyar," Aria of the Heavens said as he looked at the Fairy Tail wizard with his unsealed eyes. "I never thought I'd have the chance to defeat the likes of you. Your reputation proceeds you, which is entirely why I never expected you to come here. But perhaps you're here to make up for how I defeated your grandfather?"

"Don't get the wrong idea," Laxus said as he returned Aria's glare. "I'm not hear to save the day like some wanna-be hero. That's the kind of nonsense the old fart would say. No, I'm just sick of garbage like you making Fairy Tail look weak."

"How sad then," Aria said as he brought his arms forward, "that I'm going to make your guild look even weaker by defeating just like I did Makarov. No, worse! I will kill you with Ze-"

Whatever spell Aria intended to speak did not come to pass. Laxus' body all but became lightning again, his form bolting towards the wizard in the blink of an eye. The Fairy Tail wizard was in contact with the Element Four mage in an instant, Laxus' body whole again. His right arm covered in nothing but electricity. His knuckles struck Aria directly in the face then, the lightning exploding outwards.

"Roaring Thunder!"

Laxus grinned savagely as his power entirely burst outwards, a massive explosion rocking the room. Aria screamed in response, his body being sent flying backwards. He struck the far wall hard, collapsing to the ground as arcs of electricity continued to arc across his body, smoke rising from it.

"Trash like you," Laxus said, "isn't even worth the time of me or that old fool. You had no right in defeating him."

"He won," Wendy said softly. "He... came to help..."

Liltotto smiled a bit herself, happy that she did not have to resort to her last strategy. Aria was defeated, one enemy wielder of the wind taken care of. However, she also knew that there was still Kariya. The Quincy knew of his strength from the Vandenreich's time in the shadows observing the Soul Society. Comparing his power to Aria's full strength just now was like comparing a river to the ocean.

"Erza," Liltotto whispered, "please don't die."


The reconfigured rooftops and towers that adorned the Super Mage Giant Phantom were caught in a crossfire, a contest between the ethereal forces of magic and Spiritual Pressure well underway.

The Bount known as Jin Kariya was keeping his distance from the silver-clad Erza Scarlet now, the older man moving through the sky as expediently as he could. His direction shifted time and time again, sword after sword raining down from the sky and embedding themselves in the roof beneath him.

Erza was trying to direct his movements, or perhaps pin him down, and the Bount was uninterested in letting either occur. No, he would guide her attacks after him. They would not force him to make a move that could be detrimental to him.

Kariya suddenly pulled back, a sword obscuring his view as it slammed into the metal roof. A magic armor that allowed a warrior to telekinetically control an indescribable amount of swords. It was as valid a technique as any other on the field of battle, but to Kariya it was an old acquaintance. The form and technique was different, but there were enough similarities to the combat style of the arrogant nobleman of the Soul Society that he had faced in battle once more.

There were differences between the attacks of course, but one in particular was quite evident to Kariya. While the Soul Reaper captain of Squad Six had been ready and willing to take Kariya's life at a moment's notice to avenge both his adopted sister and his pride, Erza was not.

To the Bount, that was evidence enough that she could not defeat him. While Erza simply wanted to defeat him, Kariya was willing to emerge victorious at any cost. It was clear as day to him. To the untrained eye her attacks were vicious and deliberate, but to Kariya they were tinged with a desire to avoid fatal hits.

"Erza, Erza," Kariya repeated as he moved himself up into the air, once more relaxing his body as he looked to the determined wizard below, "if you're going to play nice, then you will have no hope of defeating me."

Erza had already seen that pinning Kariya down with her onslaught of swords was out of the question. So to was guiding him into her range of close combat. This Bount had the air as his ally, allowing the entire sky to be his arena. If that was the case then Erza knew what she was going to have to do.

The four wings of her Heaven's Wheel Armor spread outwards, allowing Erza to ascend into the sky as well. She flew towards Kariya, twin blades in hand. They were not alone for long however, a bevy of blades pulling themselves out of Phantom Lord's mechanized guild hall and moving behind Erza. They began follow her then, as if guided by her indomitable will and magic power.

"Oh," Kariya whispered, a smile becoming clear on his scarred face. "Interesting. You wish to face me on my own battlefield, is that it?"

"If I must bring the battle to you, then so be it!" Erza shouted as her wheel of swords began to spin. "Blumenblatt!"

Erza's speed suddenly increased, catching Kariya off-guard. For the briefest of moments did he have to wonder if this wizard possessed her own variation of the Flash Step technique. No, it was physical speed and nothing more, but he did not have time to worry regardless.

Her twin swords had struck against this wind barrier, leaving his body to stagger back an inch at most, but that was not the end. No, the swarm of swords that had been behind Erza were next, each and every one of them slamming into Kariya.

He staggered further, the blade impacting against the wind barrier that covered his shoulders, his arms and legs. No damage was done, the barrier more than holding, but the vibrations brought about by the impacts was rattling him a little.

Erza, meanwhile, turned in midair, lashing out with the broad side of one of her swords. It slammed against the back of Kariya's head while he continued to endure the onslaught from the front.

Erza grit her teeth as she saw the flat side of her blade stop an inch from Kariya's silver hair, his barrier once more proving a counter to her attacks. The wizard's swords swarmed around her again and she watched as Kariya turned to face her, his crimson eyes staring into her own.

"Oh, I see." The Bount seemed bemused if not threatened. "That's what this has been all about. You were hoping my wind barrier could only shield me from what I could see. Well I'm sorry to disappoint you, Erza, but it's the ultimate form of defense."

Erza flew back a bit, making certain to keep some distance between herself and Kariya. She had no desire to be caught in his maelstrom of tornadoes at close range a second time. At the very least she had no intention of making it easier on him to do so.

"I thought I told you that there is no distance between us no matter how far you step or fly away," Kariya said as he turned completely. One hand slipped out from his coat pocket, the hand reaching out to Erza. "An omnidirectional barrier..."

Erza prepared herself for an attack, bracing her swords before her to block any wind attack. Yet she suddenly found herself crying in pain, blood spraying out from the bare skin of the upper portion of her right arm, directly beneath her Fairy Tail mark. She saw it then, a gust of sharp wind, barely visible as it was, moving from behind her towards Kariya.

"As well as omnidirectional attacks," Kariya said as the wind blade faded upon contact with the palm of his hand. "Erza, you have as much hope as increasing the gap between us in this battle as you do closing the one that exists between our strengths."

"Is that a fact? Then I shall at least close the space between us!" Erza suddenly lunged towards Kariya, the swords that hovered in the air around her beginning to spin. Their velocity so great, their very images began to blur, becoming a luminous light that encircled Erza. "Circle Sword!"

Kariya could sense the torrent of power behind the attack, the Bount quickly raising his left arm up to defend himself. The circle of blades began to strike his forearm then as it found itself in the attack's range, Kariya gritting his teeth from the shocks. That however was all he need concern himself with. As Erza passed him once more, her assault prove futile, the Bount's wind armor holding up under the repeated blows.

"Is that all you can muster?" Kariya asked as he began to turn to attack Erza once more. "You're going to have to do a lot more than-"

"Trinity Sword!"

Kariya's eyes widened in shock as he saw Erza slash out with both swords in her hands, an arc of glowing magic suddenly bursting forth from the twin edges. It collided with him immediately, his entire body engulfed in the power.

Then it faded, leaving the Bount to continue hovering in air. His wind barrier was unphased, his body untouched. At least in all but one location.

Kariya's right arm was bleeding, his sleeve and skin torn from the elbow down.

"Well, well," Kariya said, a bemused expression on his face. "Not bad. Rather impressive in fact. I can see that I am going to have trouble with you after all."

Erza could see it then, that the Bount's defensive technique was not almighty. It was not impenetrable. Yet, despite her having wounded Kariya, she did not fancy the odds to be in her favor. She had been forced to focus all of her power on that one spot, she had been forced to attack it again and again in rapid succession, and no doubt the invisible barrier of air was reforming itself.

Still, it was enough. She had wounded him. She had taken one arm out of the equation. It was enough, if only for a moment.

"Are you proud?" Kariya asked, the Bount leaving his bloodied arm to hang by his side.

"Proud to have hurt you?" Erza said in response. "No. It's simply necessary if you and your guild won't stand down."

"How quaint. You speak as if you have me at a disadvantage." Kariya raised his wounded arm up, gritting his teeth as the blood continued to flow outwards and drip away. "Allow me to educate you, Erza, in the true power of the Bount."

That was when Erza saw it, magic particles coming into existence, as if from thin air. The blue specks of light moved towards Kariya's ripped flesh, as if flowing into the very wound. The wound began to close then, right before Erza's eyes, leaving the wizard in awe.

Flesh and ligaments restored, Kariya began to move his fingers for a moment, testing his restored arm before allowing it to partake in the battle once more. "The wind is but a part of my ultimate defense. You can hurt me, but you will never bring me down."

Erza took a deep breath, her mind reminding as sharp and focused as any blade she could bring forth. "That remains to be seen. I understand what power it takes to break through your barrier, Kariya, and that will guide me to victory."

"Oh no it won't," Kariya retorted. "You think you see a path to victory, but it only deludes you with false hope."

"Perhaps hope is all we can rely on," Erza replied simply, her shoulders relaxing for a moment, her body becoming enveloped in magic once more. "Requip! Black Wing Armor!"

Kariya watched as Erza stood before him, a changed woman in one respect, yet the same in another. Her clothing was different, black armor adorning her body yet leaving a fairy amount of skin exposed. Her hair was pulled up now in a ponytail, as if to give a wide berth to the new wings that spread out from the armor's backing. While the last set had been pristine and dazzling the light, these wings were dark and foreboding, appearing as if they had been taken from a dragon that had been as black as night. Those very wings kept her aloft in the air, the change having only lasted a short moment. Yet despite it all, she was the same warrior that stood before Kariya. A fool that refused to realize her folly in continuing to pursue her ideals.

"Hope?" Kariya could not help but chuckle, his crimson eyes growing dull for the briefest of moments. "Yes, I suppose one untainted by life such as yourself would believe in such a thing. But the stains of time have shown me the truth. Hope is a cruel, vile thing. It will lead you to ruin, it will drive you mad as everything you value is taken away!"

What once had shown nothing but an ember of rage suddenly came aflame with the motion, Kariya's eyes blazing. He lunged towards Erza then, his hands once more becoming covered by visible, razor-sharp wind.

Holding the sole ebony blade that matched the winged armor she was clad in now, Erza flew towards Kariya then. The black wings fought against the air and the desires of gravity, pushing Erza's body harder and faster than the Heaven's Wheel Armor had been able to.

Erza was precise, she was specific. Each and every action she took in battle was deliberate and paced. The Heaven's Wheel Armor had been for nothing but testing the waters, and now the Black Wing Armor was going see through the hypothesis she had formed.

Wind and blade clashed once more, as they had over a dozen times before in this contest of strengths. The howling force of Kariya's wind was joined soon by his own shout as his shielded left hand collided with Erza's sword.

The wizard of Fairy was much more silent, her eyes narrow and her teeth clenched as she struggled to push forward. This armor, this blade, they were designed with the express person of channeling as much magic power into her attack as they could without disregarding defense. It was her best chance to pierce through his barrier in one strike, to bring him down at last. She had used the Heaven's Wheel Armor to gauge the amount of power needed to break the barrier in one precise spot, but Erza chided herself for not considering the increased wind power around Kariya's hands.

Then it happened. Erza's momentum suddenly carried her forward. It seemed her power had been enough, the edge of her blade tearing through first wind then flesh, shaving against Kariya's knuckles as Erza's entire body flew past him.

As Erza moved far, taking a moment to steady and slow herself with her wings, Kariya was quicker to regain control of his momentum. He whirled around, anger truly in his eyes, his own blood swirling in the vortex of wind.

Erza's expression was no different, betraying her feelings on the battle. Whether Erza knew it or not, her eyes glowed with a confidence then and there, something that Kariya was quick to notice.

"That look in your eyes," Kariya hissed. "You really believe you can defeat me? That Fairy Tail can defeat Phantom Lord?"

"It's not a matter of whether we can that matters," Erza replied. "We simply have to."

"That's just the rhetoric of a fool that knows she can't succeed!" Kariya swung out his right arm, bringing into existence a blade of wind that quickly covered the distance between himself and Erza. It was a move he was counting on, the Bount having understood what Erza had done by switching her armors the way she had.

Yet Kariya was left in annoyance as he watched Erza's sword passed through the visible wind, tearing it asunder. The Black Wing Armor was a sacrifice of defense, yes, but Erza knew well how to use its offensive strength to counter that weakness.

Kariya's bloodied fingers twitched as the man kept his arm raised, the Bount calling on the wind once more. Another blade of wind formed, this time behind Erza. It arced towards her from the right, but the wizard swung her sword out and shattered it as well. Kariya's eyes narrowed in response.

"I may have discarded my armored defenses to break your own," Erza said as she began to float down to remain at an even level with Kariya, "but I would never leave myself incapable of defending myself."

Kariya shrugged. "And yet you still are holding back. You are still looking towards fighting Jose and not myself."

Erza said nothing in response.

"Oh? The silent treatment?" Kariya closed his eyes and shook his head for a moment. "Then it seems I spoke the truth. You're still trying to defeat me with the least amount of effort possible. You used your heavenly armor to test my defenses and assumed that this dark armor of yours would be the barest minimum needed."

"So you still see through me," Erza commented.

"I see through you?" Kariya grit his teeth. "You're the one looking right through me! Right past me! Well no more."

Kariya raised his right hand to the sky, wind once more enveloping it as it slowly closed into a fist. Erza prepared herself for what was to come, ready for any attack from any direction, but what came next was different.

The sky above was warping, wind currents becoming visible. It spread then, the forces moving about all around the wizard and Bount, leaving one's hair to flutter about and the other's coat to splay outwards.

The wind around Kariya's hand began to intensify, forcing a similar reaction in the sky above him. Soon did a funnel lower from the upper atmosphere, becoming one with the Bount's weaponized air.

"What are you doing?" Erza asked, the wizard holding her sword horizontally before him. "With such power, you could-"

"Don't hold this against me, Erza," Kariya interrupted. "You only have yourself to blame for forcing me to this. For daring to look past me like this battle is nothing. To me this battle is everything and I will make you feel the same!"


A blade forged of a Quincy's light continued to slash and tear through first the air and then the shadows, dispelling the dark apparitions that threatened to steal Lucy Heartfilia way. That was how it had gone for some time now and Bambietta was beginning to wonder if it would ever come to an end. The ethereal forces of Phantom Lord seemed relentless and unwavering. That was fine however. Bambietta knew she shared that much in common with them.

She would not quit. She would not yield. Not until the Abyss Break was stopped. Not until Phantom Lord was bowing before Fairy Tail's mercy. Not until Lucy was safe.

Yet as Bambietta's sword cut down another swath of phantom, she cast a glance at the mechanized fortress that the guild had come to Magnolia in. Its arms were in constant motion, giving power and life to the magic circle that would cast the Abyss Break. Two colors had drained from it, the red and blue, but white and green were still swirling through it. The twin colors had seemingly redoubled their efforts, as if to make up for lost ground. No doubt two individuals casting the spell had been defeated, but Fairy Tail was not out of the woods yet.

"I am so sick of Jose's moving castle!" Bambietta howled as she turned her eyes away from the guild hall. She wanted to bring it down herself so very much, to end this herself, but she knew that could not be the case. This battle, this war between guilds was a team effort, and she knew her place in this matter.

Yet then did Bambietta feel something. A sense of dread in the air. It was not motionless, not in the least. The sensation was circling about her, picking up speed.

The wind was blowing coldly across the battlements of Magnolia, as if pure rage was driving it. It was peculiar though. Despite that errant amount of anger that Bambietta could sense in the wind's spiritual make up, the power of another fueling it, it was not a wild, uncontrollable thing. It was calm and collected, as if the emotion was tucked away and hidden, as if the one responsible for the wind was trying to keep his demeanor cool.

It was the complete reverse of how Bambietta would handle grace under pressure.

"Kariya?" The Quincy turned then, looking back to the Phantom Lord guild hall. It was clear as day, a veritable maelstrom of wind consuming the castle completely and utterly. The winds were so strong that Bambietta could see them clearly even without her spiritual senses. It was madness, pure madness to imagine the Bount was capable of such power. For the briefest of moments did Bambietta have to wonder if her former emperor had been wrong to dismiss the rogue group as a potential ally in the eventual war with the Soul Society.

Bambietta could see the wind taking its toll on all present, Fairy Tail wizards and phantom creatures being pushed about. The Quincy herself could feel the soles of her boots skidding across the ground. She could hear the sound of her heavy cape whipping in the wind behind her. Yet there was another concern in the back of her mind, something that concerned what was atop it.

"My hat!"

Bambietta turned quickly, reaching out with her right hand in a panic. Yet then did the Quincy's erratic motion came to a sudden stop, her eyes widening. Her hat had landed atop Lucy's head in a haphazard manner, obscuring her eyes from sight.

"Lucy?"

Bambietta could see that her friend was shrieking, the wind that Kariya had brought into existence whipping about her. The Celestial Wizard's hands were dropping down quickly, forcing Bambietta's head to tilt down in an attempt to follow.

Bambietta blinked, the Quincy truly taking notice of Lucy's predicament. Her skirt was rising as a result of the maelstrom.

"Yay."

That was all Bambietta was able to say, the Quincy's eyes refusing to blink anymore. Then was the moment thwarted, a burst of light appearing beside Lucy. Virgo came into existence, the Celestial Spirit crouched down beside Lucy. The maid's hands were gripping tightly to Lucy's skirt, keeping it held down around her thighs.

"Thanks, Virgo," Lucy said, reaching one hand up to her chest and she sighed in relief. "But did you just appear on your own?"

"Yes, mistress," Virgo answered. "It is my utmost duty to protect you and your modesty."

Bambietta shook her head, the Quincy taking notice of the skirt that was apart of Virgo's maid skirt fluttering about. "But what about your modesty?"

"Irrelevant," Virgo replied matter of factly. "Stare if you wish. That is my punishment for not obscuring my mistress' undergarments from your sight sooner."

"Bambi!" Lucy's eyes suddenly widened, a look of worry on her face. "Did you get hurt protecting me?"

Bambietta was caught off guard then, staring not transfixed at Lucy but simply with confusion. "Huh?"

"Your nose," Lucy said as she fumbled through the pouch on her belt, her finger slipping past her Celestial Spirit keys. She found a hankerchief and, Virgo walking beside her to keep her skirt held down against the winds, Lucy moved towards Bambietta. "It looks like one of those phantoms bloodied it."

"Oh." Bambietta blinked at last while Lucy dotted the hankerchief against her upper lip to wipe away the errant amount of blood. "Yeah, that's totally what happened."

Bambietta could see the look of worry on Lucy's face refusing to go away, the Quincy wishing she had not gone along with the wizard's incorrect assumption. However, there was absolutely no way she was going to admit to the truth. So Bambietta did the next best thing. She fell back on the same force of habit she always followed through when confused or unsure of herself.

She acted boldly and without reason.

"Don't worry your pretty little head, Lucy!" Bambietta said as she turned around. She stuck out her chest and planted her hands on her hips as she looked towards the windswept Phantom Lord guild hall. "A little lost blood is a smell price to pay if it means I get to see your- See you through this whole mess safely!"

Bambietta laughed then as loudly as she possibly could, hoping that her energetic personality was able to obscure any nervousness in her voice. All the while her cape fluttered in the wind as she stood defiant before Phantom Lord's forces.

"That's so Bambi," Lucy said as she stared at the back of her friend.

"Mistress, should we tell Bambietta that her cape isn't the only thing blowing up in the wind?" Virgo asked. "Or should we move closer so that I can hold down her skirt as well?"

"I guess in all the chaos today that she forgot to put on those tights she's been liking lately," Lucy whispered at first before speaking in a normal tone. "Hey, Bambi? I think you might be having a bit of a wardrobe malfunction."

The Quincy turned to look over her shoulder at Lucy, Bambietta raising an eyebrow. "Huh?"

Then did her eyes grow large, the Quincy's cheeks becoming flush with embarrassment. Then did Bambietta's hand suddenly fly out, grabbing the white hat atop Lucy's head. The Quincy quickly put it down on her own head, holding it tightly with one hand.

"How could I forget my lovely little hat?" Bambietta asked with a wink before turning her attentions back to the Phantom Lord guild hall and any further attacks from Jose's forces. "Thanks, Lucy. You're a life saver, you know that?"

"Mistress," Virgo whispered into Lucy's ear, "I believe she misunderstood."

"Let's just move closer and you can hold her skirt down too, okay?" Lucy asked as she slowly walked beside Bambietta, allowing Virgo to stand between them both.

Bambietta was unable to truly notice, the Quincy's eyes narrowing as she stared up at the heavens above the mechanized Phantom Lord guild hall. That was the source of the ever-growing power, the energy of the Bount. It was incredible, more-so than Bambietta had ever experienced. Incredible and frustrating.

Once she had been so much stronger than Kariya or any other Bount. Now, however, it was not the case. She had to change that. She had to take back what was hers, what she had been for so long.

However, for now she knew she simply had to wish for the best when it came to new allies. As the wind began to die down, the maelstrom beginning wind back to Kariya, Bambietta simply had to believe one thing.

"If anyone can stop him, Erza, it's you."


Erza held her ground, the wizard feeling the very wind around her beginning to withdraw. The focused totality of it all was moving towards the very eye of the storm, to Kariya himself. As it passed by Erza's body she could feel the power pulsing through the currents. It was a true reminder that the individual she was fighting was no wizard. Such magical power could be sense in some form or another, but it was transparent and ethereal. The power this Bount had radiated, the very power he was harnessing now, was something else entirely. Erza felt it weighing down on her body, as if it was determined to drown her.

She refused to succumb to it however, Erza remaining standing dispute it all. Her ponytail was moved by the wind, but that was the only aspect of herself she would allow to be swayed by it. So she waited and watched as the wind began to coalesce around Kariya's right hand.

"Zeige Dich," the Bount began to shout in a language Erza could not place, "Messer!"

The wind stopped them, completely dissipating immediately. Yet Erza could felt it on her flesh and within her bones. The overbearing power was still there. Worse, it had increased. Now however it was not all around. No, it was simply a part of Kariya.

Before Erza's eyes did the Bount's right hand begin to shift, to change. A silver substance began to form around Kariya's fist, gleaning in the daylight as it began to harden. To Erza it appeared as if it was the hand-guard of a pata sword but she could see no blade, simply an empty socket meant for one forming from behind Kariya's knuckles.

Yet then did Erza see it, a blade of visible, concentrated wind extending out from the unlikely weapon. The vortex of the sword howled, as if it was determined to pierce her eardrums before it had the chance to do the same to her armor or flesh.

"And now you see the ultimate power of the Bount," Kariya said as he raised the elemental sword towards Erza. His eyes began to waver a bit then, his expression softening for the briefest of moments. "And the ultimate example of false hope."

Erza's eyes narrowed, the wizard catching sight of the brief failing of Kariya's demeanor. He had unveiled his power in full, so why then would be allow himself a moment of apparent sorrow? "What are you talking about?"

Kariya's expression hardened quickly again, the Bount shaking his head with closed eyes momentarily. "Oh, do pardon me. That was just a slip of a tongue. Nothing important really."

Then Kariya suddenly moved quickly, his body rocketing past Erza, as if he had becoming the wind itself. It had been fast, yes, but not so fast that Erza was caught entirely unawares. She had raised her ebony sword upwards upon instinct, both hands gripping the handle of the blade.

Yet as Kariya's feet came to a stop on the rooftop of the guild hall, they were not the only thing that made contact with it. The clang of metal against stone rang out across the battlefield as a piece of sharp metal plunged into the guild hall's frame work.

Erza, meanwhile, was left standing. She was uninjured, yes, but left in shock. For she was left staring at nothing but half a sword, the blade of her Black Wing armor cleaved in two so perfectly that one could only assume the sword had been forged intentionally as it was.

"Oh, I was sure I landed more strikes then just one." Kariya glanced back over his shoulder, his crimson eyes glaring at Erza.

The wizard turned her gaze back at him, all but ready to requip a new sword. "What?"

The black armor around Erza suddenly broke apart then, scraps of it dropping to the floor, her makeshift wings cleaved off and falling from her body as well.

"I suppose for my peace of mind that you could say this weapon of mine is the expression of your false hope. Yes, that will do." Kariya turned fully to face Erza. "Surely you realize that it will destroy your hope as easily as it did your vaunted armor."

Erza's armor was torn asunder, only half of it covering her body, but she didn't pay it any mind. Any shock she had felt only lasted the merest of moments. Surprise in having any degree of her skin exposed was not a possibility. No, the only surprise she could feel was at one of her prized armors being torn apart so easily.

Kariya's power was great, she could understand that much. Never before had she had an armor of hers destroyed so quickly in battle. The Bount's blade had focused his power in amazing ways, something Erza knew she would have to be wary of.

She had so many armors, yes, but clearly she was going to have to add more to her collections. Perhaps a wind elemental design to go alongside the Flame Empress Armor. That was something Erza knew she would have to speak with her favored blacksmith.

First, however, she knew she had to win this battle. This and the next to follow. Phantom Lord could not be allowed to win this day.

So Erza said nothing to Kariya, allowing instead her body to be engulfed in magic once more. When it faded she stood before the Bount in an armor he recognized well from earlier.

"This again?" Kariya said as he took notice of the golden armor Erza had clad herself in, a gigantic lance held parallel to her body by her right hand. "The Giant Armor? I've seen this already, but I suppose you're still trying to end this quickly. You're far too greedy, Erza. You continually look towards another battle despite my advice, and for what? To protect your guild from Master Jose?"

"Yes, I suppose I am still looking towards the future for the sake of Fairy Tail," Erza replied as she kept her resolve strengthened, the wizard keeping her wits about her if Kariya made a sudden move. "But I wouldn't dare call what I do for my comrades an act of greed!"

Erza threw the spear forward then, putting all of her strength behind the motion. She commanded its magic to activate, flames expelling from its sides. It picked up incredible speed as it careened towards Kariya.

Then, just like that, the Bount slipped to the side, letting the mighty weapon fly by him harmlessly. "How predictable," he said as he glanced towards the weapon as it flew away towards the horizon. "Did you really think that would work a secon-"

Kariya never finished his sentence, the Bount's eyebrows raising slightly. Erza was in front of him now, as if she had appeared from nowhere. Her golden armor was no more, a different uniform adoring her body, one that was as peculiar as it was fast.

"That's... armor?"

It was the farthest thing from it as far as Kariya could tell. There was only breastplate and the bracer on Erza's left arm that gave him any hint that it was meant for protection, the rest of the outfit, particularly the hair-clips atop Erza's head that looked like the ears of a cheetah. It was strange, it was peculiar and it was the furthest thing from anything else Kariya had seen in battle. Yet he could tell it was not to be trifled with.

It was taking all that Kariya had to keep up with Erza's sudden increase in speed, her blade clashing against his own time and time again. Yet more and more attacks were slipping past Kariya's more outward defense. While he was busy readjusting his position after parrying a strike from Erza's right sword, she was behind him then, her left sword colliding with his wind barrier.

On and on it went, the Bount finding himself losing some ground in the matter. He did not care, however. The shield would hold. It would have to.

Yet then he felt a familiar sensation of pain. The Bount's eyes darted to his right shoulder and he could see blood splattering out, whirling around in his wind barrier as it reformed.

Then there was another burst of pain, this time across Kariya's left knee. Then again and again it continued, his body slowing bit by bit with each wound that was being forged upon his flesh.

"Damn."

Kariya allowed the magic in the environment to build within the souls of his feet and he quickly retreated back to the opposing edge of the roof with the Bount's variation of the Flash Step. Springen had taken him far, putting some distance between himself and Erza.

Her strange armor, it was fast, Kariya had to admit that much. Perhaps just as fast as the Bankai of that youth who had both intrigued and vexed Kariya in his previous world. However, even if there was a slight difference in the speeds of the two, there was another variation to it. Erza was skilled in combat and swordplay, more than any other Kariya had fought in his long life. She had kept his focus on one blade, while the other had struck his wind barrier again and again. She had targeted multiple locations, yes, but Erza had never lost sight of them.

No, it was worse than that. She had switched her game plan time and time again, knowing that Kariya would focus more readily on the first sword that had eventually cut his barrier enough in one location as to tear into his actual body. Erza had moved to feinting with that sword then, using the other to do actual, eventual damage.

It had all happened so fast, leaving Kariya little time to catch on until he had breathing room. Even then, his own centuries of experience began to kick in.

"Impressive," he began to whisper under his breath, magic flowing into his body in an attempt to heal his wounds. "Despite my research, I still underestimated you, Erza. You truly do defy all my expecta-"

Kariya's eyes widened in shock, his sentence left unfinished. Erza was upon him again, her Flight Armor having closed the distance between them in the blink of an eye. Kariya did not allow himself to be caught off guard again. He adamantly refused to allow it happen once more. His wind blade collided quickly with Erza's twin swords, holding her at bay.

Yet then she let them both go, disappearing in the blink of an eye with her incredible speed. Kariya prepared to turn, wonder if she would requip a new weapon and attack his back once more.

Yet then did his eyes widen in shock despite his best effort, a hand clad in black leather clasping against his face. Past the fingers that tightly held to his face could Kariya see a golden gauntlet, one that was familiar to him.

Clad in her Giant Armor once more, Erza moved faster than her armor would appear to allow her. She spun her body around, building momentum and she threw her arm forward.

Kariya was cast away then, the incredible strength of Erza's armor propelling him forward. He fought to take control, to pull the wind to him, to use the sky itself to stop his momentum, but it was all for naught. The Bount cried out, blood issuing forth from his mouth, as both the back of his head and body slammed into the side of the Super Mage Giant Phantom with enough force to dent the metal.

Kariya shook his head, trying to clear away any cobwebs. Even with is barrier restoring itself, new wind replacing what had been cut away, that had hurt.

Yet Kariya could not help himself. His lips curled up the faintest bit at the corners, the Bount feeling a sense of satisfaction that had been foreign to him for some time. This was a battle worth fighting, now more than ever.

That smile, however, was quickly wiped away. Erza was upon the Bount once more, the warrior once more changing armors on a flash of light. "Requip! Piercing Armor!"


Elfman Straus was in the fight of his life, the wizard finding himself besieged by a myriad number of stone golems brought to life by Sol of the Earth. Their numbers were daunting, their combined strength the very definition of intimidating.

Yet to Elfman it meant little. He would never surrender, not even with his dying breath, and so he pressed on. He kept himself in the fray of the battle, his monstrous right arm tearing asunder any golem that dared come close to attack.

"Such an uncouth barbarian you are," Sol mused from afar. "Though I suppose I shouldn't have expected anything less from someone who would dare be apart of a band of ruffians the likes of Fairy Tail."

"You just keep talking!" Elfman screamed as his knuckles tore through stone and earth. "I'll show you what kind of a ruffian a real man can be when I get over to you!"

"I think not!" Sol clasped his hands together, a magic circle sparking between his palms. The remaining golems began to come together then, dirt and stone reforging itself into one massive being. "If quantity can't bring you down, then perhaps quality will!"

The towering hulk struck at Elfman then, driving the wizard into the wall with its massive fist. He cried out but continued his struggle, raining down on the stone hand with not only his monstrous fist but also his human one as well. Flesh bruised and tore, blood leaking out, but he refused to stop.

"That's more like it!" Elfman shouted. "This is a real man's kind of fight!"

Then did reality come into the light. The battle between Elfman and Sol was interrupted then, their arena shaking. Before either combatant knew it, a hole formed in the wall, shrapnel bursting forth. From the damage hull came two figures locked in combat.

Erza Scarlet and Jin Kariya.

Then they were gone as fast as they had appeared, Titania driving the Bount through the opposite wall with her lance with enough force to leave the guild hall shaking once more.

"Well," Elfman began to say, the wizard blinking in surprise, "maybe that's a real man's fight..."


Kariya felt the pain of tearing through a wall once, then twice, but he refused to relent. Erza was before him still, clad in a black body suit that was adorned by golden armor. This, however, was different from the Giant Armor. While that had been imposing and bulky, this one was sleek and refined. An elaborate lance was in her possession, the weapon bursting with magic and it pressed against Kariya's wind barrier.

Kariya grit his teeth, pouring all of his power into his wind barrier, but it was only able to keep his body free from more severe harm. It struggled against the lance's awesome power, the wind beginning to tear asunder, and the Bount did all he could in response. He focused the entirety of his power on that whole sole spot, forcing his entire barrier to flow inwards and reinforce Erza's focused point of attack. Yet it was still not enough. Further blood had been kept from being shed, yes, but the power behind the attack could not be entirely abated. No, Kariya knew the armor and the weapon would live up to their titles and pierce through his barrier soon enough if he did not manage to free himself.

Then did Erza's body burst with light again. The spear faded, as did the suit of metal, and she was once more in her Flight Armor. It made no sense to Kariya. They were in the air and, despite the armor's name, it did not give her true flight. Yet he could see Erza's feet hitting a piece of large shrapnel, the metal giving her something to gain traction on, and she pushed against it.

Then, like a flash, she shot past him. Kariya prepared himself to turn, to attack, but he did not get the chance. Erza had both his back and the high ground, a deadly combination, and she switched from her Flight Armor to the Morning Star Armor in the blink of an eye. Twin swords in hand, she flung the sabers forward until they met. Energy formed and coalesced before firing forth. "Photon Slicer!"

The devastating energy was as quick as it was devastating, the massive orb of energy engulfing Kariya near instantly. It pushed him down and slammed him to the roof, the energy exploding outwards upon contact. Smoke arose from the crater of metal and wood, nothing moving from within.

Landing gracefully in a crouch, Erza surveyed the damage she had done. Surely that had managed to make it through the weakened wind barrier. Surely that had been enough to put carrier down long enough to consider this battle over. The Bount was right after all. Erza had other matters to worry about and she could not afford to deplete any more power on battling him, not with Jose Porla waiting in the wings.

Yet Erza could see a figure beginning to stand within the smoke, leaving her eyes to sharpen. "Stand down, Kariya. You cannot win this battle. You must know that."

A tornado formed within the crater, blowing away the smoke in its entirety. Kariya glared at Erza from over his shoulder, Messer's blade of wind swirling violently, as if it was growing in strength. "You'd like to think that, wouldn't you? But it's not over yet, Erza. Not by far."

Erza could hear the confidence in Kariya's voice, the absolutely certainty that he could still defeat her. In response did the wizard keep a tight grip on her swords and assume a defensive stance.

"The wind is my ally, Erza," Kariya began to say, "and it grants me many gifts, many of which you have already seen. But there is one left. One that I never expected I would to unveil this day. Tell me, Queen of the Fairies, do you know what is generated by the wind through atmospheric pressure?"

Erza kept her calm, her wits truly about her. "Lightning."

"Clever girl." Kariya raised his arm high, pointing Messer to the sky. Both the wind emanating from it and the magic power it had absorbed began to intensify, the currents of air pressure beginning to spin at an alarming rate. Then did an arc of golden power spill outwards from the metal hand guard, spiraling around the blade of wind until it had becoming nothing more than a field of crackling electricity.

Then, without warning, Kariya swung his arm down, the golden lightning arcing outwards. Erza was quick to respond in kind, the wizard requiping back to her Flight Armor. She was not so foolish as to trust her base level of speed to outmaneuver lightning itself. No, she would use the properties of the armor to assist her in that endeavor. Her entire body went into motion, the heels of her feet pivoting as she leapt to the side.

Several yards, that had been more than enough to clear the lightning, the soles of Erza's feet touching down on the roof. She pivoted again, intent on lunging for Kariya, but she suddenly stopped. Out of the corner of her eye could Erza see something unnatural.

The lightning was bending.

It was not a technique that Erza was unawares of. She had seen it in the past, Laxus Dreyar able to convert his entire body into lightning itself, to ride it to the destination of his choosing. He became the lightning and could divert himself in any direction he desired at a moment's notice. Kariya, however, was merely controlling this lightning like an extension of his will. It was far removed from Laxus' ability, the wizard only able to project lightning from his body in a straight line.

It was enough to take Erza by surprise. The bolt of lightning struck her in the side, the armored wizard crying out in agony. Then it was over in a flash, the electricity fading from her body. All that remained was smoke curling up into the air from charred flesh, leaving Erza wounded.

"So," Kariya asked as he watched his enemy drop to one knee, "was that enough for you, Erza?"

The Bount watched as Erza's head bowed forward, scarlet hair slipping down in front of her face. He took that as a yes, but he was quick to receive the true answer Erza had for him.

Her eyes, they were peaking out from behind Erza's bangs, a look of utter defiance burning within the orbs. It was enough to make even Kariya feel a chill in the air. He felt it yes, but he refused to show it of course. "Such a beautiful sight. It's a shame I'll have to beat such strength out of you!"

Kariya swung Messer around again, another arc of agonizing power bursting forth from the blade. It arced towards Erza once more, threatening to bring her down. It struck the wizard in an instant, a burst of static and condensed electricity consuming her entire body.

"It's over," Kariya said simply, watching as more smoke began to cover the scene of his victory. "Such a shame."

Kariya turned away then, all but ready to return Messer to its traditional, hidden form. This battle was over, his victory having become assured once he had used his full power. That alone would be monument enough to Erza Scarlet's stature as both a wizard and a warrior. She had pushed Kariya to a level he had not intended to go to in this battle. Now however it was over.

Yet then Kariya felt it, a spark of power that assaulted senses. The Bount turned, his eyes narrowing as he caught sight of Erza between the wafts of dissipating smoke. Then, when it was all gone, he could see her in full. Light blue armor, adorned with golden highlights, and white flowing cloth. That was all Kariya could see.

No, that was not all. He could see that Erza was entirely unharmed from his attack.

"Another armor," Kariya whispered. "I suppose I shouldn't be surprised."

"Lightning Empress Armor," was all Erza had to say, the wizard raising her right hand. There was a flash of light, leaving a lance with twin spear heads within her grasp. "Lightning of your caliber will have no effect as long as I'm wearing it. Though I have to wonder if you are immune to your own element."

Erza spun the spear around then, the wizard pushing her feet off the ground. She leapt towards Kariya, a burst of lightning projecting from her weapon. Kariya was unwilling to test his durability against an unknown factor, leaving the Bount to step back in a flash.

"No, I can't say that I am," the Bount answered, his coat fluttering as he came to a stop. "The wind is my elemental affinity, while lightning is simply an added bonus. But I suppose you didn't need me to answer that. You know what you're up against."

Kariya swung Messer out as Erza approached him again, his blade coming into contact with her advancing lance. He stared at her over the interlocked weapons, the Bount unwilling to stay silent.

"However, lightning simply being an added bonus is why you will lose, Erza," Kariya said, his confidence never wavering.

Erza was about to respond, to counter with both words and weapon, but she suddenly felt nothing but pain. Her arm was exploding in sheer agony, leaving her to glance to the left. There was blood spraying out from her upper arm, flesh cut open by a blade of wind.

"It's just as a suspected," Kariya said with much satisfaction. "You can't hope to counter two elements simultaneously!"

Another blade of wind came at Erza again, but this time it did not strike her body. No, it simply left her to watch in horror as her Spear of Lightning was cut in half, the two pronged blades falling off. Then did Kariya's free hand suddenly shoot forward, grabbing Erza around the throat once more. The Bount was quick and precise, calling upon the greater winds around him. Just as they had before, at the start of the fight, did multiple tornadoes form around himself and Erza, leaving the mage to cry out in agony once more.

Armor shattered under duress, blood flowing forth from a myriad number of forming cuts. Kariya let the winds die down then, leaving Erza limp in his grasp. He flicked his wrist then, using the strength inherent to a Bount, and flung Erza to the side. Her battered body hit the roof hard, bouncing and rolling for a few moments. Drops of blood and fragments of armor were left behind in her wake.

Yet Erza managed to stop her momentum, landing in a crouch, and she slowly began to rise. Still could Kariya see the unwillingness to yield in her eyes.

"What will it take to make you relent?" he asked simply. "Death?"

Erza felt her legs buckle a bit, but she refused to allow herself to fall. She simply stared at Kariya and began to summon her magic. She needed armor and quickly. Something, anything, to counter this Bount's unimaginable powers. She had to stop him. She had to stop Jose.

No, that was not it. She had to at least try her best. Makarov would have done no different.

"To fight for your guild with such drive," Kariya said as he relaxed his posture for a moment, his arm and Messer lowering down by his side. "I suppose you would. Anything to make up for the comrades you abandoned at the Tower of Heaven, yes?"

Kariya's words did what his lightning had not a moment earlier. Erza flinched. "What?"

"Oh, don't act so surprised," Kariya said casually. "I always intended to fight you, Erza, so it's only natural that I would do everything in my power to find out all that I could. My drive and Phantom Lord's connections are a very potent combination. I suppose you could say that over these past few months you've become my hobby."

Erza's skin began to crawl, her teeth clenching together. Still did she try to keep herself composed. It was a losing battle however, leaving the wizard to feel as if she was trying to hold back the ocean with her bare hands.

"Forced into slavery by a cult," Kariya continued, his voice soothing in its tone despite the words he spoke, "and yet you were the one chosen to defend your friends and comrades. You were to protect them. And yet... despite doing all that you could, they were fools and rendered your efforts meaningless."

Kariya sighed for a moment, as if a bitter memory was playing across his mind.

"We are very much alike, Erza. In the end we both abandoned those we were meant to protect when they abandoned all reason." Kariya's eyes suddenly sharpened, her expression hardening as his voice showed the slightest bit of rage. "However, you did not go far enough. If our roles had been reversed, I would have led them to their deaths. I would have made the foolish old man who put the weight of the world on your shoulders pay."

Erza's body shook, her lips curling back and revealing her grit teeth. The ocean was pushing her back, her resolve wavering. "You're insane!"

"Oh yes," Kariya replied, a smile playing out across his face. "I'm quite mad! It's the only thing that can happen when you're born into a world gone crazy! Even here, that madness is still with me. That's all."

"You," Erza hissed, the wizard trying to find her footing against the waves that threatened to engulf her. "You're a broken person."

"And you're not?" Kariya shook his head. "Don't lie to me, Erza. I've been to that falsely named Tower of Heaven. It's no different than the place where the Bounts hoped to find their salvation. A Soul Society full of hatred and lies..."

Kariya glared at Erza once more, taking not of how her body, mind and soul was teetering on the edge of the abyss.

"In the end I led the Bounts to what they foolishly wanted. I caused their extinction. It was... liberating, Erza. It completed me. Perhaps you would feel the same if you returned to the Tower of Heaven and put an end to comrades you abandoned. The ones that also abandoned you. Simon Mikazuchi, Millianna Tyger, Wally Buchanan and Sho Kado."

Kariya could see Erza's hands tighten into fists. Yes, he was almost there. One little push and he would have a true battle between himself and the legend of Fairy Tail. Nothing would be held back. He would defeat Erza at her greatest. That was all Kariya wanted. It was the only battle that was worthy of being the victor of.

"Oh yes," the Bount said, his voice taking on a cruel tone that matched his words, "and no doubt you would be better served if you killed Je-"

"Requip! Purgatory Armor!"

Erza had failed. The veritable ocean within her that she had tried to hold back had engulfed her now, drowning her in rage. Kariya could see it clearly, the pitch black and silver armor armor that adorned the wizard a sight to behold. Spike jutted out from the plating, as if it was designed solely to intimidate. It succeeded on some level, yes, but there was another matter altogether that was concerning Kariya.

He could feel Erza's magic, her spirit, and it was nothing but rage. That was what the Bount had wanted, yes, but he was beginning to wonder if he had pushed the matter too far. Worse, he could see a red glow emanating from Erza's left eye, the light shining out from behind her bangs.

"Kariya!" Erza screamed as she brought into existence a massive, spiked sword that dwarfed her body in size. She swung it about with one hand, bringing the end of the blade down to the roof.

Kariya braced himself for what was to come, the Bount allowing his body to absorb as much magic as it could. He poured it all into Messer, forcing so much power to emanate from the blade of electricity. He raised the weapon up and prepared himself to attack.

"What?" He never had the chance, Erza on him in an instant. She had moved fast, perhaps not as fast as she had in the Flight Armor, but this was still more than Kariya had expected from such a meticulous and bulky suit of metal plates she wore now.

The spiked sword crashed against Messer, Kariya trying to parry the blow. The power behind Erza however would not allow him to do so. No, Kariya felt his feet skidding across the rooftop of Phantom Lord's mechanized guild hall.

"Damn," he whispered as he continued to lose ground. "I won't... lose..."

Kariya felt his blood run cold then. He could see in Erza's eyes a look of uncontrolled malice. The Bount had to wonder then what he had down, what sort of monster he had unleashed. It was enough to give Kariya pause, to force the man to redirect the magic he had absorbed away from solely Messer. He strengthened his wind barrier as much as he could, a knot forming in his stomach.

His concerns were not unwarranted. Erza pivoted her body quite suddenly, putting her entire force of momentum behind her sword. Kariya felt it around him then, the wind blowing away. It left him shocked. Had Erza truly generated so much force behind her blade to have blown the very air away?

Yes, yes she had, but it was much worse than that. Kariya could sense it. His wind barrier was gone. Erza had cast it aside so easily in this armor, with this weapon, that it left the Bount shaking. All he had now to rely on was his own innate durability and Messer. Yet his faith in that weapon was suspect at best. Kariya had hoped to parry Erza's sword with Messer, but she had done it instead. The Bount's feet lost complete contact with the roof, leaving Kariya to fly backwards.

"She's a damned monster," Kariya said to himself as he fought to regain control of his body's place in midair. It was a struggle however, his forced momentum not of his choosing. Still, the sky around him was his to command and he managed to slow his movement. "Madness..."

Kariya took a deep breath as he floated above the shoulder that made up the Super Mage Giant Phantom. He was ready to continue the battle, his power slowly coming together to reform his wind barrier as he prepared himself to charge at Erza himself now. Yet there was one problem.

He did not see Erza on the roof where they had just clashed.

"Where?" Kariya looked to his left and right quickly, ready to attack or defend himself. Yet there was no sight of Erza. Quickly did the Bount look over his shoulder to make certain that she was not behind him. Still there was nothing. "But..."

Kariya looked up, catching sight of Erza descending down upon him. She could not fly, not in that armor without wings, and yet there she was. She had leapt after casting him aside with a single swing of her sword?

"Damn!" Kariya brought Messer up, desperate to protect himself.

It was not nearly enough.

Erza's Purgatory Blade collided with Messer and drove Kariya down. Once more was his wind barrier annihilated, the shield having barely even begun to reform. Faster and harder then he had ever expected, the Bount was slammed into the metallic structure of the Super Mage Giant Phantom. No, it was worse than that. Kariya grit his teeth as his very body was drove down through the metal framework, the shrapnel ricocheting off his wind barrier. Still did Erza push down with her blade, gravity assisting her already tremendous power. Kariya held his own as best he could, unleashing as much magic as he was absorbing directly into the blade. He could not afford to allow Erza to cut through it, to cut through him. His body was already being torn asunder by the structure of the Super Mage Giant Phantom as it was. He could not allow any severe damage to be done.

Yet still did the wizard drive the Bount through floor after floor, metal and wood cracking and splintering around them. Kariya was growing desperate then, the warrior drawing on the wind around him. Blade after blade of compressed, razor sharp air struck Erza, yet the armor held against it. Hesitant as he was, Kariya reached out and put is hand in harm's way, gripping on Erza's enraged face. He called upon the greater winds, causing whirlwinds to form around himself and Erza as they continued the descent she had forced.

The armor did not break. Worse, neither did she. All Kariya could see between his fingers was Erza's left eye staring at him with grim determination.

That was not enough to deter the Bount. As he pulled his hand back, Kariya put all he had into Messer's lightning form, knowing what he had to do. As he held the blade against Erza's own, intent on keeping it at bay, he forced the electricity to arc outwards. The bolt of lightning twisted around Erza's body, Kariya's command absolute, and he directed the attack to strike Erza in the back.

Kariya expected many things. He expected the wizard to pull back, to relent, to scream. He received none of it. As electricity arced through Erza's entire body, Kariya came to understand one thing.

The look in Erza's eyes, the roar that echoed out from her grit teeth, the unleashed fury of it all left Kariya unnerved. He was hurting her and she did not care. This was not the warrior he had meant to fight. He had pushed her hard so that he could defeat Erza Scarlet at her very best and, while he had gotten his wish in terms of power, this woman before him was not Titania, Queen of the Fairies.

This was a true monster.

That was the last thought Kariya had, his descent through the structure of the altered Phantom Lord guild hall coming to an abrupt stop. His back hit not the floor, but the ground itself. He and Erza had gone through the entire mechanized arm, having pierced through wall after wall, floor after floor. Now Kariya's battered and ragged body was left making a crater in the ground outside, blood spewing fourth from his mouth.

Messer began to fade, the lightning blade unable to withstand the pressure and power of Erza's own sword. All that was left then was the physical form of the Doll, nothing more than a silver gauntlet upon Kariya's right hand. His offense was gone, his defense was gone, and all that remained between Kariya and Erza's blade was his own ability to move. That, the Bount knew, was not something he could rely on in this instance. He was too broken from the fall to hope to hope to evade her attack at this close range. That was why Kariya began to understand what was about to happen.

He was going to die.

Kariya watched as the ebony and silver blade came towards his head then, the colors all he could see in what was going to be his last moments of this new life. He was content with that, wondering if this was the fate of the Bount in any word. His fate.

"Erza, I..."

Kariya knew he would have no chance to complete what he had to say, death upon him once more, and he accepted it readily. He closed his eyes and prepared himself.

Yet there was no moment of agony. There was nothing but the sound of sword against stone and then endless quiet. Kariya opened his eyes then, taking sight of Erza standing over him, her dark armor still upon her. By her side was the Purgatory Sword Kariya glanced to the side and could see the blade plunged into the ground besides his head.

"Finish your sentence."

Kariya had heard Erza's words, leaving the Bount to stare up at her. She was holding on to the handle of her sword, steadying herself against it. Yet, despite her attempts at keeping herself on her feet, despite the ragged breaths she was taking, she was staring down at him with the same fierce determination as earlier.

"What?"

"I said," Erza repeated, "finish your sentence."

Kariya could feel it, the pain wracking his body. Broken bones and lacerated flesh. They were all the results of Erza's attacks in the dreadful armor she wore. He had not cared at the time. For while there was the goal of proving his strength in this new world by defeating one of it's very best, for taking Erza's fame as his own, there was another objective Kariya had sought as an alternative.

"Erza, I..." Kariya's voice faltered for a moment. "I wished to thank you."

Erza knelt down by his side, her own body at its limits, her magic wavering. "What could you possibly mean by that?"

"What indeed?" Kariya spoke once more. "I suppose it doesn't matter."

"Such nonsense," Erza whispered as she leaned against the sword she had embedded into the ground. "Do you have any idea why I relented just now?"

"Because you're a fool," Kariya replied. "I fool who couldn't give me... what I..."

Kariya kept himself quiet then, unwilling to follow through with that sentence.

"You spoke ill of people I cherish," Erza said as she took a deep breath. "You brought to the surface feelings and thoughts I wished never to experience again. But..."

Kariya looked up at her. "But what?"

"Despite what you said, I could hear it in your voice," Erza continued to say.

"Oh yes," Kariya whispered. "And next you'll tell me our hearts connected when our blades clashed, is that it?"

"You wanted me to kill you." It was a simple statement, a potential truth that Erza was more than willing to bring to the surface for Kariya. "Am I wrong?"

There was a silence then, one that left Erza with a potential answer. Soon, however, she received one in full.

"Yes."

That was all Kariya had to say on the matter. He had led the Bounts to their destruction, feeling that it was what they deserved for their foolishness from generations earlier. He had sought to punish them for those mistakes as well as punish those who had betrayed them time and time again. Yet while he had failed in that last endeavor, Kariya had been granted something else he had desired: an end to his eternal torment as the failed experiment that was the existence of the Bount. Yet he had been denied even that, having found himself alive once more in this new world.

"Then everything you said to me was a lie," Erza replied as she leaned up against the broad side of her sword.

"No," Kariya interrupted. "I joined Phantom Lord so I could fight, so I could make my name known to this world. However, that all changed when I began to look into my chosen prey. And when I visited that damned Tower of Heaven, everything changed."

Erza felt it then, a well-spring of emotion building within her again, but she did her very best to keep it at bay.

Kariya continued to lay upon the ground, his broken and bloodied body instinctively drawing on the surrounding magic to slowly heal his injuries. He knew it would take time, but it did not matter. This battle was over. "I knew of your fame, of your title. I thought I understood your magic, your tactics, but that was not enough for me. I wanted to know what kind of warrior I was going to face. So when my journey to retrace your steps, to peer into your past, took me to that tower, I learned so much. Despite your having abandoned your friends there so you could live a better life, they all spoke quite highly of you. Simon especially."

Kariya chuckled slightly, pain radiating in his ribs in response.

"He told me a great deal about you, Erza. About how you were all taken from a little village by that cult. How you were kept safe by another prisoner... Grandpa Rob, was it? Yes, he protected you all with his dying breath. And you... you're power was awakened by him. The power needed to save your friends. But... they opted to stay and you left."

Erza could not help herself. A gasp escaped from her, the wizard feeling unrequited rage tearing at her mind again. Yet still she held the feelings back, Erza unwilling to surrender herself to the ocean she had nearly drowned in only minutes earlier.

"That," Kariya said as he looked up past the damage arm of the Super Mage Giant Phantom and towards the pale blue sky, "was when I made a decision. You and I are quite alike, just as I said. We were left in charge of fools who clung to naive hopes and so we abandoned them. My desire to defeat you and make my name known in this world vanished. All that remained was the desire to take back what had been stolen from me: my death. You, Erza Scarlet, were my chosen executioner. I could not find a more fitting way to die."

Erza leaned her back against her sword, sitting down on the ground as she let her body relax for a moment, her magic slowly coming back into a form of stability. "So you hoped to die to make up for your past mistakes? I..." Erza lowered her head then. "I would gladly die to protect my friends, but you..."

Erza leaned forward, allowing herself to bath in the light of magic once more. The Purgatory Sword was gone, as was the matching armor. Erza simply knelt beside Kariya, wearing nothing more than a white blouse and blue skirt.

"Fairy Tail gave me a new life," Erza said. "It was the left gift Grandpa Rob gave to me, to have pointed me in the direction of his old guild. However, I was still lost, undisciplined. I didn't feel as if I deserved to keep going if my friends could not. That was when... I was given discipline. Master Makarov and Porlyusica, they sent me to one who could provide me with the knowledge of the sword and a clear heart. That was what allowed me to move forward."

Erza raised her arm up, allowing the magic of the Knight to form within the palm of her hand. As that light faded, however, an ornate katana was left behind.

"This sword, Yoto Benizakura, was the last gift he had for me as his student," Erza said, "and for the longest time I felt it was the most important. His knowledge of swordsmanship and this, his ultimate blade, one that cannot be held unless the wielder sacrifices all defense. However, now I understand what he was truly trying to impart to me."

Erza closed her eyes for a moment, recalling the pleading expression that had adorned the face of Bambietta Basterbine's undead body when first they had met. In her own way she had begged for what had been taken from her, life, and in the end Erza had helped her move towards that goal. She had brought her to Porlyusica, the only one Erza knew who could hope to rekindle the spark within the shell, and that had been enough. This man, however, was alive and demanding death. It cut to Erza's soul then, the wizard remembering when she had felt the same once upon a time. Young and broken by the Tower of Heaven, she had felt the same even despite Fairy Tail's welcoming.

"If I had allowed myself to fall into the despair you have, I would not have been able to rescue others from their own. I suppose now I understand what Master Shinta's parting words." Erza allowed Yoto Benizakura to return to her armory in a flash of light as she began to stand. She started to walk away, leaving her back to the fallen Bount. "We all can die at any time, Kariya. However, you can rise above the sins of your past. Live with the courage to face them."

Erza began to walk away then, knowing that despite her depleted magic and injuries that she had to stand by her guild in the face of Jose Porla. Still did she stop, the wizard looking over her shoulder at Kariya.

"You went to the tower," Erza said. "You know of it and yet you and Phantom Lord did nothing."

It was a statement, not a fact, but also one that Erza refused to put any true malice behind.

"Don't let the conclusion to our battle fool you," Kariya answered. "I do not ever intend to seek out a battle I know I would lose. And I knew the master of the Tower of Heaven was beyond what strength I have now. Besides, I will not be lectured on this subject by one who abandoned her comrades for her own sake."

"And I will not be lectured by one who speaks about what they do not understand." It was spoken through teeth held together tightly, Erza trying to keep herself composed despite the unpleasant conversation she now found herself in. "I did not abandon my friends of my own accord. If I hadn't left the Tower, then it's... master would have killed them. So maybe you were right. Perhaps it would be best if I were to return and kill Je-"

Erza stopped herself then and there, the wizard unwilling to say that name in full, to end that sentence.

"That tower compromises me to this day," Erza whispered as she looked away from Kariya once again. "First that... man on the Magic Council and now you, a member of a legal guild. None of you are held back like I am and yet neither of you will do the right thing."

"Oh, don't get me wrong," Kariya suddenly interjected. "I knew my place but I did tell Jose Porla of the situation upon my return. Don't get the wrong idea of course. I simply felt that if Phantom Lord were to bring such information to light it would improve the guild's standing. However..."

Erza looked back to the downed Kariya. "However?"

"Jose had no interest," Kariya replied, the Bount closing his eyes to concentrate and allow his spiritual healing to progress. "A curious reaction on his part, even despite his madness."

Erza turned her attentions away from her defeated opponent, intent on what she had set out to do in place of Makarov. She had to defeat Phantom Lord's guild master no matter once. For Fairy Tail and now for herself. Yet as she took another step forward, she pitched forward, bending at the right knee, her left coming down on the ground. Erza pressed her hands against the ground and took a deep breath.

The battle with Kariya had taken much out of her. Physically, mentally and magically she was at her limit. However, she knew that did not matter. "Jose..."


"Holy shit."

Bambietta and all those who bore the mark of Fairy Tail watched as the right arm of the Super Mage Giant Phantom began to fall apart, the entirety of the mechanized limb falling away from the main body and to the ground. The moment all but created a lull in the battle, even the shades of Jose Porla slipping and rethinking their plan of attack. To the guild it was a freak accident, but to Bambietta the truth was known. She had felt the clash of Erza and Kariya's strength at the epicenter of the devastation. The wizard's magic had spiked to unbelievable limits while Kariya's had begun to dwindle.

"I knew Erza could beat him," Bambietta whispered, her eyes wide, "but damn."

"Erza did that?" Lucy said in a low hush, her hand covering her mouth as she approached Bambietta. "But how?"

Bambietta simply stared at the destruction that had been wrought, the Quincy beginning to understand the depths of Erza's powers if left unrestrained and unchecked. She looked at Lucy then, a smile on her face. "Because she's Erza?"

Lucy giggled a bit, her wild emotions brought to the surface by the current situation abating for the briefest of moments.

However, those emotions were going to come to the forefront once more soon enough. For unknown to either Lucy or Bambietta was the fact that they were being watched. All the attention of the remaining Fairy Tail members was on either the Super Mage Giant Phantom or the shades of Jose Porla. What none of them knew was of the being hiding in their midst.

Hanza Nukui kept his spiritual powers low and restrained, the shinobi unwilling to be detected by any Quincy within the immediate area. He kept his back behind the stone wall on the outskirts of Magnolia, his masked face peaking out from behind it.

"Lucy Heartfilia," He whispered as he looked at the backs of both the target and Bambietta Basterbine. "It's time I make amends for my earlier failure. And if I can kill that damned Quincy at the same time, then all the better."


What an insane chapter! That fight with Erza and Kariya is one that Ankoholic put his all into! He really did an amazing job, so lets all give him a round of applause. He was certainly no pushover, a far more suitable opponent for her than Aria was, but in the end, we all KNEW Erza would win...Though it did take pressing her berserker button to do so. XD

Also, we decided to give the bounts their own version of flash step. We call its Springen...Yes we know, its sounds VERY familiar to spriggan, but the meaning is very different. Its basically Germen for Flash step.

Now some of you may be wondering why Aria was able to hurt Wendy. She's a sky dragon slayer after all, so she should be able to take his attacks no problem right? Not exactly. While its true that Wendy cant be hurt by any Wind spells...That dosnt mean that she can be hurt by Aria. He can still hurt her with punches, Kicks, or using the debris of the castle to injure her. Wendy is still rather inexperienced, so it makes sense that she would ultimately lose in the end. Now, if this was the Wendy during the Edolas arc, then she would be fine over all...but by this point in time, she just doesn't have what it took.

Also, there IS a reason why Liltotto didn't use her vollstandig...Im not saying what it is yet mind you, but there IS a reason.

Now Laxus has joined the battle! I always wondered what would happen if he were to show up during this arc, and quite frankly, if he didnt want his guild to look weak...Why NOT help them? Besides, i dont even think a jackass like him can just sit back and let someone like Wendy just die. No way.

So before i go and leave you, I'll leave the MPF's of the chapter.

Wendy: 1000

Liltotto: 1600

Aria: 2000

Aria: (Full power) 2950

Laxus: 6000

Erza: (Heavens Wheel) 3200

Erza: (Flight armor) 3400

Erza: (Lighting armor) 4050

Erza: (Black Wing armor) 4100

Erza: (Giants Armor) 4450

Erza (Morning Star armor) 4555

Erza: (Piercing armor) 4775

Kariya: 4080

Kariya: (Messer, Wind Blade) 4480

Kariya: (Lighting Blade) 5150

Erza: (Purgatory armor) 5879

PLEASE leave us your thoughts on the chapter in a review, we really, truly do love and appericate reader feedback more than anything else, so please, tell us what you think! Its what inspires us to do more chapters and to do even better!