"Are you two alright!?" Elfman asked while looking over Lisanna and Levy, turning to glare at Tobias once he arrived at his own conclusion. "How dare you harm my little sister?! As a Man, I'm going to make you pay!"

"Oi, the backup has arrived…" Tobias sighed while running a hand through his hair. "Well, I do hope you two will prove to be more of challenge than these two! This little game has started to run a little dry, admittedly."

"Game?" Gajeel quirked a brow. "The hell are you talking about?"

"Look behind you, metal head," Tobias said while pointing behind the group of four, the runes that encased the remaining civilians and the demons that threatened to kill them. "If you can't beat me, those demons are going to make sure those people don't make it out either. There's also a little secret in it for beating me…if you can manage, anyway."

"Giheh…Is that it?" Gajeel questioned with a growing smirk. His tone caused Tobias' eye to twitch in anger.

"What do you mean, is that it!?" Tobias shouted.

"I haven't forgotten about you," Gajeel said while rotating his arm. "Destroying the guild and kidnapping Cynthia a year ago. Didn't think I'd actually let that shit slide, did you?!"

"Right!" Elfman said while pounding his fists together. "As a Man, it's our responsibility to make sure you pay for your actions!"

"As for you two…" Gajeel spoke to Levy and Lisanna without turning around. "Deal with those people as soon as you get the chance. We shouldn't take too long."

"Oh, is that how you feel!?" Tobias growled while snapping his fingers, creating a yellow magic seal in the sky. "Fine then, I'll show you not to underestimate me! Thunder Blade!" From the seal, a giant blade of thunder shot out and struck the ground, impaling it while creating a powerful electric shockwave. Gajeel darted off to the side while Elfman changed into his Weretiger form, now using his speed to speedblitz Tobias. "Tch…!" Tobias immediately found himself on the defensive with Elfman's superior speed. Some slashes managed to land on Tobias, which quickly fueled his rage. "Enough! The river of time will halt when I say so! Stop Flow!"

Elfman continued his slashing, only to notice a clock magic seal appearing before him. The magic seal spun for a second before everything froze; the next thing he knew, he was slashing at air. "What!? Where'd he go!?"

"Icicle Crash!" Tobias exclaimed from Elfman's right side. By the time Elfman realized what was going on, multiple icicles crashed into his body, sending him staggering back. "HA! That's what happens when you underestimate me! Now…" Before he could finish, Gajeel slammed an iron pole directly into Tobias' face.

"Shut the fuck up, Tobias…" Gajeel said with an annoyed groan before pulling his arm back, now running forward and morphing the same arm into an iron sword. "Iron Dragon's Sword!" He swung the rotating blade towards Tobias' chest, but Tobias managed to dodge in the nick of time. "Tch!"

Tobias requipped his own blade, pulling his arm back for a mighty swing. "Ill wind!" He exclaimed while preforming a wide slash, a large blade of wind following his sword. Though his blade didn't hit Gajeel, the blade of wind managed to, piercing through the iron slayer as the force was enough to send him flying back.

"Gajeel!" Levy exclaimed while looking back. Her attention was primarily on overriding Tobias' runes, but she got distracted.

"Don't pay attention to me, shrimp!" Gajeel scolded Levy while standing right back onto his feet, ignoring the pain in his chest. Gajeel pointed his arm towards Tobias, morphing it into an iron lance. "Iron Dragon's Lance: Demon Logs!" A green magic seal appeared at the tip of the lance, releasing multiple iron lances towards Tobias.

"Magic Guard!" Tobias exclaimed, a blue aura appearing around his body. The iron lances struck him directly, but with Magic Guard active, the damage was cut in half, leaving him essentially unharmed. "And…" Before he could finish, Elfman in his Beast Soul takeover slammed a powerful punch to Tobias' back, sending Tobias rolling across the ground before springing up. "Right…forgot about you…"

"Be careful, Elf-nii…" Lisanna mumbled.

With Gajeel and Elfman closing in on him once again, Tobias saw his chance. "Havoc Heaven!" He spoke while spinning around, evading the punches both Fairy Tail mages aimed at him. The slash itself caused both mages to stagger back, a large seal now on their chests.

"What the…?" Elfman glanced at the mark on his body as Gajeel did. Before they could question anything else, the seal exploded violently on them, creating a large could of smoke.

"Heh!" Tobias grinned, pleased with himself. He didn't let up. He rushed to the cloud where Elfman was and began to stab repeatedly into the smoke, feeling his blade hitting something which he assumed to be flesh. "And there's the finish!" he said with one final stab. When he pulled his sword back, his eyes widened as it shattered into pieces. "Huh!?"

When the smoke around Elfman cleared, he could be seen standing defensively in his Lizardman takeover, taking little to no damage from the attacks Tobias just released. "Lizardman…" Elfman spoke out in a growl. Before Tobias could do anything else, Elfman slugged the mage across the face with so much power he flew towards the wall of runes.

"I got it!" Levy exclaimed as she just finished decoding Tobias' runes. Tobias flew through the now open runes and crashed into the demons he was commanding. "Oh…!"

"Nice work, Levy!" Lisanna exclaimed while clapping her hands together.

Tobias quickly scrambled to his feet. "I won't let you-!" Before he had a chance to finish, he could see Lisanna flying in with her half-bird takeover. She was coming in at impressive speeds, eyes narrowed as she locked onto Tobias. "W-What the!?"

"WING BLADE!" Lisanna yelled at the top of her lungs, mirroring Ace's signature move in this moment. She flew past Tobias, slamming hard into him with her wings. The impact made Tobias' eyes widen and he coughed blood up, tumbling along the ground violently in the process. Lisanna's attack was so strong, it ended up taking out several demons in the process.

"Gieheh…" Gajeel said while dusting himself off from the Havoc Heaven explosion. "Now, let's wrap this up…" Gajeel leapt into the air, his cheeks puffed out. "Iron Dragon's Roar!" A funnel of iron shards released from the slayer's mouth, striking Tobias and the demons all in one fell swoop. The demons and Tobias were defeated in that direct hit, and the trapped civilians finally made their escape. "There we go…shut the annoying bastard up."

"Nice job, you two!" Levy said with a large grin.

"Man!" Elfman exclaimed before reverting back to normal for the time being.

"Ugh…" Tobias groaned.

"Alright, ugly…" Gajeel walked forward, stepping on Tobias' chest. "Explain yourself."

"Oh, right…" Tobias let out a pained chuckle. "I don't think you'll make it back in the city in time to tell them…but whenever one of us commanding officers go down, these weak, pitiful demons…grow stronger."

"What!?" Lisanna's eyes widened. "So that means…!"

"With my defeat…some runes in the city will drop, but the demons are about to get stronger…starting right now." Tobias spoke with a widening grin. Even though he lost the battle, total victory was still in Tartaros' hands.

.

.

The demons began to grow slightly larger in size; scales toughening and teeth and claws sharpening. Selene reared her fist back and threw it forward in attempt to end one demon where it stood, but it actually dodged her attack, throwing her off balance briefly. The diamond slayer caught her balance and retaliated with a swift diamond encased roundhouse kick to the demon's skull, sending it hurtling away. It was still kicking for a few moments before it actually died. "What the…"

"Are you okay?!" Aira asked, noticing Selene's expression.

"I'm fine…but I swear the demon just got stronger and smarter before I attacked it…" Selene replied with a serious expression. "I have a bad feeling about this…"

.

.

"Oh, it looks like things are starting to look interesting…" O said while tapping her foot on the ground; she was still itching to get involved.

"I suppose so…" O's mother responded with a simple shrug. "Either way…this is still just a special episode compared to the grander play brewing."

"I figured you'd say as much, Desdemona…" Marde said as he approached the pair, a condescending smile on his face. "Of course, you wouldn't understand greatness if it slapped you in the face."

"Oh, I was wondering when you'd pick yourself up from the dirt and come here…" Desdemona merely shrugged. "Are you still taking the scenic route?"

"I needn't waste my energy on them…" Marde replied with a slow grin. "Let them suffer, and know their place before the demons of Tartaros and Lord Zeref."

"Still blindly following that human, I see…" O muttered.

"You shouldn't concern yourself with this matter, Ophelia…" Marde turned his attention to the small girl, his grin widening. "This doesn't concern mistakes."

Ophelia's eye twitched as Marde spoke, lips curving into a small frown. "Fuck you…"

"Now, now…" Desdemona patted Ophelia on the head, giving what could have been seen as a motherly smile, but Ophelia knew better.

"Moving on…" Marde said while turning, looking at the destruction going on below. "I do hope you enjoy the show, I'll be relishing in the moment of our victory." And with that, the king of hades began to walk off.

"I wouldn't get so ahead of yourself quite yet, Marde…" Desdemoma whispered under her breath. "These humans are quite the tenacious bunch…I wonder if you've already won…or already lost…?"

.

.

"DIAMOND!" The group exclaimed as Diamond hit the ground after being struck by Zeref's Death Magic.

"Ugh…" Diamond's skin was pitch black, and she was having a hard time breathing. "Ngh…" This didn't last long, however. Since she technically wasn't alive, her body rejected the Death Magic, shooting it out of her rather quickly; her skin returned to its usual ghost pale color, and she just writhed around on the ground for a bit. "Ow…!"

"What the…!?" Heartless' eyes widened as the Death Magic ejected from Diamond's body with no harm.

"Hm…?" Zeref quirked a brow, curious as to how a human such as Diamond could perform such a near impossible feat. "Oh…I get it now…" His eyes narrowed. "It all makes sense…"

"Are you okay!?" Spade crouched down to Diamond, who began to sit up and rub her head.

"I'm fine…" Diamond said with a groan before shouting at Zeref. "That was highly uncalled for! What the hell were you trying to do, kill me?!"

"I think that was his intention…" Strong said with a comical sweat drop.

"Despite getting hit by his Death Magic, you're still alive…" Daigo said while tilting his head.

"Stop acting so surprised…" Diamond dusted herself off before making her way to her feet. "I was never alive to begin with, you know. I hate to break it to you, Zeref, you can't kill what's already dead. It's just a thing you can't do…"

"The Queen of Iceberg." Zeref spoke out, causing Diamond's eyes to widen.

"H-How…" Diamond stammered.

"The Queen of what…?" Heartless immediately turned to glance at Diamond.

"The Queen of Iceberg is a wandering snow spirit. Hence why that country is the way it is, there's no one to rule it." Zeref explained. "Not that I particular cared about that subject, but I now see why things are the way they are. A spirit is still nothing before me…" The Black Wizard spread his arms apart, an entirely different aura appearing around him.

"I don't like the way this is going…" Spade said while taking a step back.

"What's he doing now…" Strong asked while looking towards the others.

"I don't…" Diamond began, but stopped short. She gripped her head in agony as her entire being began to fade in and out, an ear drum shattering scream escaping her. "S-STOP! IT HURTS!"

"W-What now?!" Heartless asked while covering her ears. "T-This is completely different than before!"

"The Spirit Severing Technique…" Zeref replied, unfazed by Diamond's pained scream. "With this…even spirits can be banished to the Underworld…"

"Knock it off!" Heartless demanded, though there wasn't anything she could do to help Diamond. The aura exuding around Zeref was just death, and if they got close, they would pay the price for it.

"….aaaaaaaah!" A voice from the distance shouted from above, causing everyone to look up. Shadowlore hit the ground just in front of Zeref, causing him to cut his technique off and leap back. "That was just rude!" Shadowlore exclaimed in the direction he came from, though Ruika couldn't hear him because he was across the city by now. "Oh…You guys?"

In that moment, Strong and Spade acted. Spade created a positive magnet on Zeref's chest, and negative magnet on Strong's club. "NOW!" Spade yelled. He clapped his hands together, pulling Zeref towards Strong's Club.

"...!?" Zeref's eyes briefly widened in surprise.

"STRONG SWING!" Strong roared while swinging his club towards Zeref. It was a powerful impact, a gigantic shockwave booming out from the collision. Zeref grunted as he was thrown violently across the ground as a result. "Did that get him!? That felt good!"

Zeref was bruised from that impact. Strong's attack...did hurt. The Black Wizard stood up slowly and dusted himself off. "...I see." And just like that, his wounds began to heal as well.

"Oh come on!" Strong groaned. That was his strongest hit yet!

"Hmph…I admit, your attack had plenty of weight behind it. Unfortunately for you, it would never be enough to kill me. Nothing you can manage will be." Zeref merely turned and began to walk off. "I'll spare you of my Death Magic for now. My demons are likely to tear you into shreds before we cross paths again. Think of this as a kindness." As the black wizard spoke, demons began to appear from around the corners, swarming the group.

"Ugh…" Diamond fell back, only to be caught by Heartless. "Ow…"

"Dead weight…" Shadowlore scoffed at his own little pun. "Alright, make way…the great Shadowlore is going to show you how things are done!" A magic seal appeared over the Cosmic Star mage, morphing him into his wolf form.

.

.

"Ngh…!" Erza was unable to move with Sora binding her shadow to the ground. With Orborous unleashing the beam of light magic towards her, it seemed as though things weren't looking well for her. "Damn…!" Luckily for Erza, a wall of shadows appeared before her, shielding her from the attack. "What?"

"Who the hell!?" Kiora spoke with an annoyed tone.

(My…I hope you didn't plan on starting the festivities without me…) Ola said as her heels clicked along the ground. (It was quite a bit of trouble getting through those runes placed everywhere…) Ola then shifted her attention to the trapped Erza. (Oh, you seem to be trapped, Erza-san. Allow me…) With the snap of her fingers, the silent master of Black Phoenix overpowered Sora's Shadow Bind and freed Erza, causing her to tumble forward.

"Oh…thank you, Ola…" Erza gave an appreciative nod, changing into her Flight Armor once again with two swords in hand.

"Hey!" Sora puffed out her cheeks in childish anger. "That's cheating! You can't do that to Sora's shadows!"

"Now this is just starting to become cluster…" Kiora sighed while shaking her head. She hopped atop Orborous' head, and the serpent began to slither away.

"You're not getting away yet!" Erza exclaimed while attempting to chase Kiora, but a rune wall appeared and she bounced off of it. "Gah…!"

(Go on, Erza…I can deal with this child.) Ola nodded to Erza.

"Right…of course…" Erza nodded and decided to take the alleyway next to the sealed path. "Hopefully, this one will lead me right to Kiora…"

"You can't butt into a game like that!" Sora spoke with a huff. "Unless…you want to play a game with Sora? You have similar magic…!"

(I suppose I do…) Ola tilted her head, arms crossed. (But I don't think this is a game you want to play, little girl…I don't want to scare you.)

A small, devilish grin appeared on the little girl's lips. "Sora doesn't know what fear is."

.

.

"Yah!" Tia spun her staff around, deflecting the incoming strikes the demons were attempting. Though she realized they weren't dying like they were moments ago. "Oh, you've got to be kidding me…" Tia groaned while placing her staff in the ground, a blue magic seal appearing on the ground, covering a wide radius. "Spiral!" The bluenette exclaimed, causing a large spiral of water to shoot up from above, taking care of any and all demons around here. Seeing the coast was temporarily clear, she took a moment to catch her breath. She was still wearing the dress she went to the Palace Party in, not seeing the need to requip yet. "Agh…" She groaned softly, looking over her dress which was now ruined from all the scratches. She even had some gashes on her. "Careless…" She chided herself.

"Ah…There she is…" Prometheus said while approaching Tia in a leisurely manner.

"You've found her…Excellent job…" Pandora said while floating next to Prometheus, holding her lance in hand.

"Oh…" Tia let out a silent groan, her grip on her staff tightening. "What have I done to be blessed by you two…?"

"We've been looking for you, Queen Tia…" Prometheus said while tapping his scythe on the ground below. "You were quite easy to find, actually."

"Oh…? And what makes me stick out like a sore thumb…?" Tia questioned with a curious brow risen. She was actually interested in hearing this.

"We know all about it…" Pandora began while floating around Tia in a circle, though she didn't attack. "Your heart is nearly pitch black in despair, no matter how hard you try to thrust it away. The death of Ace…still hurts you now."

"Don't you dare say his name…" Tia growled angrily, glaring towards the opposing woman. "You have no right…"

"Don't try to hide it!" Prometheus grinned. "You should embrace the darkness within your heart! It brings you one step closer to becoming one of us…"

"One of you…?" Tia didn't like the way this confrontation was going. "What do you mean by that…?"

"One of us…" Pandora repeated, still circling around Tia. "A deep seeded grudge that is budding into absolute hatred…do not try to deny your emotions, I can see right into your heart…all you have to do is join us, and you will become the demon your heart wishes to unleash, Queen Tia."

"Shut up…!" Tia shouted, her body beginning to shake. But not from anger…she was afraid, but she couldn't show any sign of weakness to these two. A bright light engulfed her body, seconds later she was in her armor. "I'm not going to become one of you! That would be betraying them…"

'Don't tell me you honestly have an inkling of feeling for those worthless Fairy Tail scum?" Prometheus had to hold in his laugh until Tia gave him an answer. "I'm certain they don't care about you."

"They just want to make sure all goes well for them…so they just keep an eye on you. Humans are selfish, don't you agree…?" Pandora questioned with a tilt of her head.

"Enough!" Tia exclaimed while getting into a battle ready position. "I won't let you tarnish their names like that. Do you understand me?!"

"Fine by us…" Pandora said with a shrug. "One way or another, you'll be joining Lord Zeref's upbringing…"

.

.

"Gah!" Meredy and Ultear both flew back from the massive Rose Garden Ur created with her magic. Ultear was just a little too slow in using her Time Ark to remove the ice. Was she slipping, or had Ur really gotten stronger since their last encounter? She had no way to tell, but she didn't like where things were going. "Dammit…" Ultear cursed while standing up, albeit a bit shakily. The encounter with Marde still had her somewhat exhausted. "She's gotten stronger? How…?"

"You don't think I just sat around and did nothing this entire time, do you?" Ur replied with a small laugh. "Plus…Daityas was kind enough to bestow me with a little upgrade. Though, I doubt you'll be living long enough to see it…"

"U-Ul…is this really your mother…?" Meredy asked with a shocked tone.

"No…this woman isn't my mother…she's been consumed by the darkness…" Ultear spoke with a hint of remorse in her tone. She flashed back to when she was consumed by hatred and darkness…it was Ur and Gray that managed to pull her out. "Meredy…follow my lead." Ultear held her arm, bringing forth her orb once again. She then commanded her orb to fly forward, creating multiple copies with it and sent them all towards Ur.

"Tch! Ice Make: Rose Shield!" Ur exclaimed while bringing her arms up, creating an ice rose to defend her. It was a trap, as Ultear immediately used her magic to disperse the ice shield and her orbs connected with Ur, creating a smoke cloud in its wake.

"Meredy, now!" Ultear commanded.

"Right! Maguility Sodom…" Meredy raised an arm up, creating multiple blue blades around her, sending them all forward towards the smoke cloud. There was no way to tell if they all hit until the smoke vanished.

Once the smoke vanished, Ur was seen with bruises painted across her skin, but otherwise she looked fine. "I hope that's not all you ladies have…"

"No way…!" Ultear's eyes widened. "There's no way she should've been able to take all of those attacks!"

"You still have a lot to learn…" Ur said with a chuckle.

"Ice Make: Eagles!"

"Ice Make: Freeze Lancer!"

"What?" Ur turned at the two voices coming from behind her, only to meet face first with a horde of enlarged ice lances and frozen birds coming at her, striking her right in the face. "Gah…!?" She was only taken off guard from the attacks and staggered backwards before recovering. "Oh…I see my two pupils have arrived…"

"Gray…Lyon…" Ultear let out a silent sigh before glancing at Meredy. "Find some place to hide…this is going to get ugly."

"R-Right…" Meredy nodded at Ultear and went off to hide somewhere, if not assist some other mages in killing demons.

"Can you feel the frozen chill in the air…?" Ur asked while holding a hand up, a cold mist emitting from her palm.

"This is where we finish things…" Lyon stated while crossing his arms. "Demons and darkness have an uncanny way of tying us all together…but no more. This will be the day we set you free from the shackles the demons have had on you. And besides…it's the students duty to surpass the master."

"As your family, it's our duty…" Gray said while sliding into his ice make position. "To not go easy on you."

"I agree…" Ultear nodded, now sliding into an ice make stance of her own. "Mother…I swear to it…we will free you!"

.

.

Yukino had Libra by her side, using the spirit's Gravity magic to hold Orion in place, which gave Ruika some annoyance. "Lucy-sama, now!" Yukino shouted to her fellow celestial mage.

"Right!" Lucy nodded, pulling out a golden key from her key ring. "Gate of the Maiden, I open thee! Virgo!" A bell chime occurred as Virgo appeared, giving Lucy a bow.

"Punishment time, Princess?" The question that she'd seemingly as every single time she was summoned.

"N-No!" Lucy shook her head before pointing at Orion. "Dig a hole under him! With the force of gravity, it should be enough to take him out!"

"As you wish, Princess!" Virgo gave a salute before drilling into the ground; seconds later, a hole appeared under Orion, and with the force of gravity he plummeted into the depths of the underground.

"Hmph…" Ruika merely shrugged at the defeat of her spirit as Virgo returned to the surface. "That's fine by me…"

"What?!" Yukino narrowed her eyes. "How can you just say that…!?"

"That was a test…" Ruika replied. "I've actually got quite the surprise in store for you…" As Ruika spoke, she began to reach for her other hip, which caused confusion between the two celestial mages. Ruika's key ring was on her left hip, not her right.

"What are you…" Lucy started.

"Doing?" Ruika continued while pulling out a key ring that looked exactly identical to Lucy's.

"W-what is that?!" Lucy demanded, her eyes widened as her heart began to sink.

"A key ring…yours, to be exact," Ruika pulled a golden key off and held it forward. "And this is a little test…Gate of the Lion, I open thee. Leo!" A bell chime occurred once more before Loke was standing in front of Ruika.

"What can I help you with, Lu…" Loke began, but quickly realized that she was not the one who summoned him. "W-What the…!?"

"Leo…" Ruika grinned. "Good…these Replica Keys are working just as I thought they would."

"R-Replica Keys…!? How did you summon Loke!?" Lucy had questions among questions.

"How is that possible…!?" Yukino seemed to be in her own state of shock.

"Remember when we kidnapped you? You didn't think me putting on your face was just for show, did you?" Ruika explained while walking around Loke, who couldn't seem to do anything. "I stole your magic, and your key ring, remember? With that data, I was able to create a complete replica set of your key ring. The summons register as you summoning them, but I'm the one who can control them. It was difficult at first, but after reading some forbidden…well forbidden to you humans, text, the keys were created." The blue and red eyed demon shifted her gaze to Yukino. "I haven't forgotten about your keys either, Yukino. I'll be taking those, too. Now then…Loke, attack."

"N-No…!" Loke tried to refuse, but he couldn't. The command was absolute. Despite his hesitation, the leader of spirits rushed towards Lucy.

"L-Loke! STOP!" Lucy screamed.

.

.

Ruika: "Don't think I'll be accepting these substitute keys for the real thing. Once I get my hand on the 13 keys, my plan will come to fruition slowly!"

Yukino: "We won't let that happen!"

Lucy: "You won't hurt our spirits! I'll do everything in my power to protect them!"

Next time: Replica Keys!