The setup was even smaller than the one they had before. Hisui made no indication that she wanted special treatment, even though people kept on insisting for it. Gray had no reservations about her being among the people; at least Hisui was being humble about it.

A few of his guildmates had been wounded in the retreat. Wendy was getting to these that she could. Gray sat hunched over, staring at the ground. He froze it a little bit, flaring his magic to relieve some tension. He glanced around, spotting Juvia on her own, watching him. He returned his gaze.

"Hey, get up."

Gray leered to the woman approaching him. Cana. She held the bag at her side tightly, but had no cards in her hand.

"What for?" Gray asked.

"I'm sick of not knowing what the hell is going on," Cana said. "I'd ask my dad to help but he's busy meditating to get his magic back. Mira's over there with Max and Laki." She gestured, and, indeed, Mira was holding a weeping Laki's hand. Max had her arm around Laki quite comfortably.

"What, going to just barge over and talk to the Princess?"

"Yeah I am. I'd like some backup. Figured you were cold enough to not be bothered if she pushed us away."

Gray got to his feet and nodded. "Come on, then. I'm also getting tired of being kept in the dark."

Cana led the way. Gray followed her down a small corridor and then dow into a tiny cellar where Hisui was alone. One of the Three Stars, the woman among them, stood guard but let them pass. The other two were on patrol with Lisanna and Levy.

Hisui stared down at her sword, faintly glowing with some remnants of magic power. It had a similar sense to Lucy's.

The light increased to the rest of the room. Portraits of a small old man and a happy family covered in cobwebs. Ancient documents and scrolls neatly tucked away. Hisui stood in front of the only table in the whole room, but it was well-carved one.

"I expected more of you for this," Hisui said.

The light of her sword shone similar a twinkling star, the light wavering on and off of a painting of whoever lived here to another of a beautiful old woman smiling. Then, one glistened over a painting of a much younger Hisui as well as that same old man and another, even smaller, one. That one had a tear across it.

"I'm sure there would be," Gray said. "If so many of us hadn't been taken."

Hisui nodded. "We'll try to find them. I'm not sure how, but we will."

"We can track them down," Cana said. "Don't doubt us."

"Of course I will," Hisui said. "And I didn't mean how we can hunt them. I meant how they will be when we find them. Alive? Dead? Or...changed."

"They're not going to die," Gray said.

"Gray put your clothes on," Cana muttered.

Gray grimaced and Cana continued down the steps into the cellar. She landed and approached the table, then, in a swift movement, slammed her hands on the table. The sword did not move.

"So what the hell is going on, then?" Cana asked. "What is the Twilight Empire? I've never heard of it, how's it just knock you off your throne and, what, change the whole world?"

"In short," Hisui said, "the Twilight Empire is our collective nightmare made manifest. But I assume that won't quite be good enough for you two, nor the rest of your friends."

Gray joined Cana at the table. Hisui sheathed the blade and snapped her fingers, a small candelabra in the back of the room providing just enough lighting to light their eyes and parts of their figures, while much of the three remained encased in shadow.

"It began, truly, when you all went away, though my part in the story would not come for some time, so I'm fuzzy on those details. The Alvarez Empire staged a secret mission into our land and stole something quite precious. Your Master could clue you in on its importance far better than I."

"What was it?" Gray asked.

"Something called Fairy Heart," Hisui said. "Anyway, once they had it, they high-tailed it back across the sea to Alikitasia, where they're from. The Magic Council tried to fight to get it back, but, every attempt failed. They even let us think we won something from them, thought we'd gained ground. Then, everything changed for the worst.

"It was at the 787 Grand Magic Games. Sabertooth was about to repeat as champions when, out of nowhere..." Hisui bowed her head. She sniffled and tears dripped down onto the table before she continued. "When out of nowhere they all appeared and it seems like, since then, I was put into a nightmare I can't quite seem to wake from. The Domus Flau was destroyed. Entire guilds were just wiped right off the map, others ran, and the ones that wanted to live folded into the Alvarez invasion force right away.

"I was put in prison, promptly, to be used as leverage for other countries. Marry me off or something like that. All the news I got was from my once-bodyguard, Arcadios. He fed me news, and fed me scrolls on a Lost Magic: Star Equinox. I trained and read for years and years while I listened as the rest of the kingdom fell to the Twilight Empire.

"The worst of it was the year after the invasion started. I woke every morning wondering if that day wouldn't be the one I died but the one I was at last told to come out of my place and could sit alongside my father once more, trying to push this all into the back of my mind. It never came. Every day brought worse news. Blue Pegasus had fallen. Lamia Scale had fallen. Fairy Tail...had fallen.

"Some of the Wizard Saints staged what was probably the first signs of a rebellion but it fell straight on its face. Jura is the only survivor, that I'm aware of. The Emperor personally saw to the rest of them in a display of force, an exertion of his power."

"So there's no guilds left, at all?" Gray asked.

"None," Hisui said. "All surviving wizards were conscripted into the army, folded under one of the Five Divisions. Maybe they serve some other purpose outside of the army, but it's slavery and subjugation nonetheless. Few of us are still out in the wild, doing what we can to either fight back or just survive."

"But how are you here?" Cana asked. "How'd you escape, if this Empire is so tight?"

Hisui's face flattened. "I wonder that all the time. They never suspected I was practicing this Lost Magic. Arcadios never gave me away. He worked diligently to put on a face around the Empire, to be a loyal knight. I've been kept awake at night knowing what blood is on his hands to keep mine clean. Three years after I was imprisoned, I had my opportunity. I mastered all that I could and I took advantage of that opportunity to escape. I learned a few months ago that Arcadios was killed right away for insubordination, along with the rest of his family."

"And your father?"

"Killed. He was a figurehead until the Empire could wipe out the Magic Council, and then Crocus became their capital in Ishgar. Not long after, Bosco was wiped out in its entirety. Stella was folded in. The Three Stars, disagreeing with their Queen Sonya's decision, abandoned their country."

"Even Stella?" Cana asked. "How many countries are involved with this Empire?"

"Technically only the three in Fiore, though I'm unsure what the reach in Alikitasia is like," Hisui said.

"But how could this all have happened? How could an army just appear and wipe out all those wizards? The Grand Magic Games is for the best of the best, right?"

"The best of the best in Fiore," Hisui agreed. She balled her fist. "Not the world. Not when the Spriggan Twelve are involved."

Neither Gray nor Cana had a reaction. Hisui allowed herself a tiny chuckle, which confused the two Fairies.

"I suppose it's simply humorous to me that you're still so out of touch with this," Hisui said. "Those names are nightmares for those of us beneath the Empire's heel."

"And this Emperor?" Gray asked.

He was having a hard time picturing the outside world. Hisui kept them away from it all, like a parent shielding a child from a burning building or something. Gray had seen the dark side of the world, and wanted to believe he could take it head-on.

But, he was unsure what he'd do if Fairy Tail were truly gone, if the guild hall were simply reduced to nothing. If all of his friends were no more.

The Princess—former princess—did not paint a pretty picture. He tried to find the silver lining, tried to find any glimmers of hope. Surely, Hisui would have offered them already.

"Who is the Emperor?" Gray asked.

Hisui met his gaze. It was cold, empty. Not numb at all, but one laced with pain as she prepared to utter the name of the man who ruined her life, killed her closest friends and family.

"Zeref," Hisui said. "The Dark Wizard from long ago."

Cana gasped, looking right at Gray. Hisui raised an eyebrow at her expression.

"That's impossible," Gray said. "We saw Zeref seven years ago. He could barely do anything, he couldn't control any of his magic!"

"He had enough to steal Fairy Heart," Hisui said. "And I suppose that's all he needed."

"If it's anything like Fairy Glitter, that sounds like a powerful magic," Cana said. "Maybe one that restored all of his missing power or something."

"He could have singlehandedly dealt with our entire country's guilds," Hisui said. "But couldn't be bothered, I suppose. It was more imposing to let others do it, to let our people fear that, even if they somehow got beyond the impossibly strong forces beneath Zeref, the man still waited, and he would obliterate them."

The room fell into silence. Gray slammed his fist on the table.

"I saw him! I—I could've done something, but I let him get away! All of this..."

"Don't even think about it," Cana said. "It's not your fault at all. Zeref did this. So the question is why? Why would he want to invade?"

"The Alvarez Empire attempted such an invasion three years before you all went missing," Hisui said. "But the Magic Council scared them off. With the power of Fairy Heart, Zeref had nothing to fear from them. It didn't take long for him to wipe them all out, anyway. They had these weapons called FACE planted all over the country meant to exterminate magic power right away, powered by the Magic Council. They had Eterhion. It was meant to be enough. I suppose the invaders learned from their previous mistakes."

Gray remembered Etherion quite clearly. He should've been killed by it, after all, when they launched it to destroy the Tower of Heaven. Oh, how that seemed like the distant past.

"If you look at my kingdom you won't recognize it," Hisui said. "Towns and cities are in the same place but how they look? Operate? Feel? No. There's nothing of the life we once had. The sky is still blue, the grass still grows green in the spring, but we are now suspended over the blade of the Twilight Empire, one ready to plunge into our hearts at the slightest sense of ill-intent."

"So what are we supposed to do, then?" Gray asked.

The question lingered in the air between the three of them. Cana stood steady, eyes boring into Hisui, who searched the table as if for an answer. Gray tried to process the information, knowing there were more questions to be asked. Hisui couldn't know everything, given that she was imprisoned for so much of what appeared to be the Empire's true push to dominance.

Hisui at last sighed and looked to the two hopeful Fairies.

"Nothing."


Mirajane sat just outside on a small porch with Max and Laki. A faint breeze from the nearby ocean drifted in to greet them. They'd been trying to summon the strength to tell Mirajane what'd happened to the guild since the Twilight Empire came around. They only wanted to talk to her, so, much as the others wanted to listen in, Mirajane enforced their wishes. Even Erza was left on the sideline, but she found it useful to be with Wendy comforting the wounded.

"You don't have to tell me everything," Mirajane said. "Only whatever you're comfortable with."

Laki folded her hand under Max's. Mirajane fought the urge to make light of their situation, to point out how cute it was that they were together.

"You deserve to know everything," Max said after a moment. Laki nodded. "You were the closest with everyone, I think."

Mirajane blushed and accepted the compliment. "Thank you."

Laki and Max exchanged glances. Max squeezed her hand while Laki tried to summon words. She fumbled with them for a moment.

"Were you there?" Mirajane asked.

Laki relented and nodded. She sighed. "The day that Zeref came to steal Fairy Heart. I was there."

The two names pounded against Mirajane, one far more prominently than the other. Fairy Heart? Once they rescued Master Makarov, she'd have to ask about that.

But Zeref in Fairy Tail? She could hardly conceive the terror the others had to have felt.

"I was out on a job, only heard about it when I got back in town a few days later," Max said. "He came and left with Fairy Heart, easy as that."

"He had another other wizard with him. August. His power alone was enough to make us all just stand there, unable to do anything."

"And they didn't try to hurt you?" Mirajane asked.

"No. Macao ordered us all to stand down."

Mirajane blinked. "Did you say Macao?"

"Y—yes," Laki said. "He stepped up as our Guild Master while Master Makarov was away."

"And he did excellent," Max said. "For what it was all worth in the end, I guess."

"Then we didn't hear about Zeref until the invasion started," Laki said. "And it all went downhill from there."

"We fought alongside Lamia Scale, doing everything we could to try and repel the Empire, but we were totally outmatched," Max said. "And still, nobody died."

"Nobody died," Laki said, her voice hollow.

"You should be proud," Mirajane said. "That's quite impressive."

Dark looks coated their expression. Laki let the tears slide down her face unabated. Max held her hands tighter.

"We can stop," Max said.

Laki shook her head. "No. We can't."

Mirajane sighed. It was torture enough to see her friends struggle through their story. The torture of living it? An infinitely worse feeling, one that didn't gnaw at Mirajane. It consumed her.

"Lamia Scale was destroyed that day, and Fairy Tail was allowed to live," Laki said. "To continue trying to fight, even though other guilds around us, ones way more powerful, were getting wiped out left and right. Soon, it felt like we were all that was left. We were all that anyone looked to for guidance, for hope."

"So, Macao did what he thought any regular, crazy member of Fairy Tail would do," Max said, unable to hide a mournful sneer. "He had us attack the docks where the Empire was amassing a fleet of ships. He planned it down to the finest detail."

"What we did that day should have been incredible," Laki said, one eyebrow raised while she stooped back into the memory. "The first real win, we thought, against the Empire."

"Until we got back home," Max said. "And Zeref was waiting for us. For Macao."

Waves crashed against the ocean. Mirajane forced herself not to gasp or cry out. This was years ago, yet these two dredged it up to bring it before Mirajane. She didn't smile or give comforting words. She tried to remain stoic, but found her arms and chest trembling, tears sliding down her face.

"We scattered," Max said. "After that, we ran away like gnats, and we were hunted down by the Winter General. Laki and I have been almost three years on the run, living off the land."

"Together, just the two of you?"

Max shook his head. "No. Well, yes, just the two of us for a minute. And then after a while, we found Romeo, barely hanging in there."

That garnered a gasp out of Mirajane. "Oh, no. Romeo."

Laki nodded. "We took him in. Tried raising him, tried training him, but we've been always on the move, always running. The Empire is everywhere, and they will do everything they can to stomp out the remnants of Fairy Tail.

"I haven't seen my home in years. I don't know if my family is alive. I don't even know who else in the guild may be out there, if there's anyone at all, outside of Max and Romeo. I only know that every morning I wake up I know will be the last I spend in that place because nowhere is safe for very long."

"We got lucky to find Hisui," Max said. "Flat-out lucky. Fat load of good it's done us, but at least we have a place among the rebels."

"And you've survived," Mirajane said. "You must cherish that."

"I wish I could," Max said. "But I can't help wondering if I've just run away from things my friends turned around to fight against."

"Did we abandon the guild so easily?" Laki muttered.

"No," Mirajane said. "The guild is alive because you are alive. Look!"

She reached for Max's left arm, covered only by a short sleeve, and pulled up to reveal...nothing. No guild mark.

"We're alive, Mirajane," Max said softly. "But Fairy Tail...it's gone."

Later, while the two tried to make light conversation with Elfman, Lisanna, and Levy, Mirajane remained on the porch. She led all the bottled up tears flow freely.

Nightmarish thoughts of a Magnolia ablaze, of a guild hall asunder, of her own guild mark vanishing, rushed through her mind, unable to cease.

"We failed them," she said. "We failed them!"

A tiny hand found Mirajane's back. Wendy, who, thought exhausted, sat next to Mirajane and let their heads rest against one another.

"We failed them," Mirajane whispered, still quivering. And she said it again. And again.

And again.


Deep within the bowels of Magnolia, where the Hunters Division had long since established their dark facility replete with shattered hearts and asunder souls, lurked the Ethereal Witch, stalking toward the prey bound by chains holding them aloft, stunning them if they attempted any bit of magic.

There they hung. Her prey. Minerva sauntered in the room without a word. They a guild mark of bygone era, one where the sunlight upon one's face was not a warning of their final day on this world. One before the majesty of the Twilight Empire that gave her all she ever wanted.

It was possible, quite possible, that Minerva had found even more Fairies than they thought out there.

She touched her chin to the one quite exhausted on the far right, brimming with muscles. No. Too boring.

Magic arced through him. He began to scream. Then she came to a little old man, one who was asleep rather than in pain. Minerva fixed that.

A woman glowered at her, one in a rather pretty green outfit. Magic flickered just behind her gaze, likely some sort of Eye magic. Cute. Minerva flicked her wrist and the chains shackled tighter, holding her to the wall, as air was relinquished from the woman's body and allowed their torturous magic to do its work.

Then, she came upon some oddly muscular cat who was passed out from constant exertion of magic against the chains. She gave him a little more. He roared. Hmm. No purr. Not a very nice kitty, then.

"I will kill you for what you've done to us," said the woman at the end. Scarlet hair draped over her eyes brimming with hatred. Minerva stopped in front of her.

She clamped a hand around this one's neck. Muscles bulged to try to stop Minerva but Minerva tightened her grip.

"You are fun," Minerva said. "I may save you for last, dear." Minerva hoisted the captive up a bit. "How about a name, darling?"

"No," the scarlet woman said, and attempted to kick Minerva, but the chains about her legs held true.

"You look familiar," Minerva said. "So I believe I will get a name out of you eventually."

Minerva let the woman drop, then slammed her fist, riddled with Territory magic, into the scarlet one's chest to send the magic in the woman's body spiraling, careening all about her magic circuits. The woman screamed.

It was just the music Minerva wanted to hear.


A/N: Had to split this chapter in two halves, I didn't expect the first two scenes to go so long (hence the 3.1 and upcoming 3.2 chapter titles)