Angel slowly walked down an empty, but ruined hallway. Her head was pounding and she could barely walk straight. Her memories were hazy, and it didn't help that she was trying to force herself to remember. "Ugh…" She stopped, leaning against a wall. She couldn't remember much anyway; just her name and her magic, along with a few other things from her past. "My head is throbbing…Why can't I remember anything…" She shook her head slowly, trudging through the hallway now, gripping her head. "It's all hazy…" She only lasted a few more steps before a blade pierced her chest. Her eyes widened as the blade remained in her body. "….!"

"Man, finding you took a lot longer than it should've…" Said Tobias as he slowly drew the blade out of Angel's body, grinning as she fell forward onto the floor, going limp, but not lifeless just yet.

"Because you suck at everything you do," Maggie said, thwacking Tobias hard on the head after.

"Ow..!?" Tobias groaned, rubbing the back of his head. "I did what we were told to!?"

"Took bloody forever to do it, might I add," Maggie said, crouching down to examine Angel. "Lass can't remember a thing, what a shame. Just an empty shell of a person." She grinned before standing up, giving Angel's side a nice kick before dusting her hands off. "Anyway, that wraps things up on our end. Now we just wait…."

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"Shall we begin…?" Heartless asked after finishing her stretching.

"Before we begin…" Erza started while keeping her blade trained on Heartless. "I want to know what you're doing here. What is Dealer planning that would require one of their top mages to infiltrate such an event at the Council…it's a bold move."

"A bold statement, to be precise…" Heartless corrected Erza. "But, there is an ever greater purpose behind my being here…but right now, that shouldn't be any of your concern…" Heartless said.

"What should be my concern then?" Erza inquired. "You're the only thing in my sights, and I intend on taking you down."

"Yes…" Heartless said, bringing her hand to her chin after. "But in the three way battle with the dead one over there, you didn't seem…motivated. Yes, that's the term…"

"What are you getting at?" Erza asked, raising a brow curiously.

"I've heard that you give it your all and more when those you care about are in danger…" Heartless trailed off, looking to Erza just to see the reaction. It was the exact one she was expecting.

Erza gave Heartless a cold glare, the grip on her blade tightening. "Don't you even think about it. I'll make you regret it."

"Oh, there we go…~" Heartless cooed, walking to the center of the room. She placed a palm on the ground. A large heart appeared embedded in the floor, quickly flashing a bright pink. This pink light slowly expanded throughout the rest of the Council building. "This should be motivation enough…"

"What are you doing!?" Erza exclaimed.

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Natsu rushed down the ruined hallways. He could tell there were fights going on, but it seemed as though the previously unconscious parties got up and went elsewhere. That didn't matter at the moment, as he had to find Lucy and the others. "Too many scents…it's hard to focus on one with all the action going on…" Natsu mumbled to himself. He then slid to a stop once the hallways began flashing pink. "Nani…?" He immediately went on guard, expecting some kind of attack. ….Nothing came, and he just began to feel weak. His legs couldn't support his body, so he used the wall, only for that to fail as well. The dragon slayer fell to his knees and began to pant heavily. "W-What's going on…I feel so tired…."

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"Huh…..?" Lucy stopped her running, falling to her knees. She looked around at the glowing pink hallways, unable to make sense of it. "What's happening…?"

"Lucy…you…" Yukino began, but she fell onto her side, feeling weak just as Lucy was. "I'm so tired…what's happening…?"

"My magic is still around…so what is this…?" Lucy asked, attempting to push herself up, but she found that it was extremely difficult to do. "Gah…" She fell onto her stomach, trying to catch her breath now.

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Evanee panted heavily. This was unlike her. She had the stamina to continue this fight for hours if she had to, but now, that stamina was quickly draining. She refused to fall, but she couldn't help but hunch over, fighting the urge to fall over. "W-What is this…?"

"Oh…?" Ur looked around at the glowing pink around the area, giving a shrug. She was unaffected by it, but Evanee and Sherry were. "I'm not too sure what's going on here, but I offer complaints. Ice Make: Rose Garden!" Ur placed her hands on the ground, unleashing a sudden uproar of a beautifully crafted ice garden, blowing away both the Twilight Zone ace and the Laima Scale doll mage away.

"Ugh…" Sherry groaned, rolling over onto her stomach.

"This won't…stop me…" Evanee growled, bringing herself up to her feet after much difficulty.

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"Ngh…" Gray grunted, falling to a knee while panting heavily. "What's this…?"

"Gray-san…" Wendy slowly made her way over to Gray, nearly tripping over her feet. "A-Are you okay…?" The same phenomenon was occurring everywhere within the tower; these two were not exempt.

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"What's wrong with my body…" Layanna thought to herself as she fell to a knee, glaring at Kairi, who was still out of control and under Heartless' control. "It's not moving…I feel like my very essence is slipping away and I can't stop it…"

Kairi didn't move. It was if she was ordered not to by the very person who started this. "…"

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"This ain't wild…" Blues grunted, swaying from side to side. He panted heavily, yet still managed to stay on his feet. "Tristan…how're you…?"

"Not so well…" Tristan replied, feeling just as weak as Blues was.

"Hm…" Rugal took his eyes off Blues and Tristan and looked around at the bright pink that was glowing everywhere. "This magic…no, this isn't any type of magic I've read about…"

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"What are you doing?!" Erza demanded to know.

"It's very simple, really…" Heartless replied, walking over to Siegrain's desk, pressing a button after. This button showed the location of all the mages who were currently too weak to stand on their feet. "This is the true power of my curse. Manipulating those weaker than I is a part of it, but this is it as a whole. I can steal the life force from those nearby, and add it to my strength once it has been completely drained away."

"You what…?" Erza's eyes widened for a split second before she gave a cold stare at Heartless. "You will release them all this instant."

"Oh, no I won't," Heartless replied. "I know I can get a good fight out of you when putting your nakama on the line, but this…this is more than just them too, you know. Every person within this tower that is from a legal guild is affected by this too, and some of them are fighting for their lives, if you didn't notice. Titania – no, Erza Scarlet – do you think you can defeat me in time to save them all before the worst happens?"

"I'll make you regret your actions…" Erza replied. "I'll save every one of them."

"I was hoping you'd say that…" Heartless grinned as a timer appeared on the heart placed by her. "You have ten minutes."

"Ten minutes…?" Erza raised a brow. It wasn't a lot of time, but that just meant she had to wrap things up in under 9 minutes. "Very well…" A bright light appeared around Erza's body, bathing it for a split second before fading, revealing her Flight Armor. "I'll make this quick!" After exclaiming this, Titania sped off, her speed appearing as a blur for a split second. She reached Heartless within the blink of an eye, aiming multiple slashes all over her body, each slash nearly invisible to the naked eye. "Sonic Claw!"

Heartless merely smirked at Erza's approach. Heartless was also faster than Erza expected, swaying her body in a way that the slashes only cut her clothing. At an incoming slash, Heartless gripped Erza's arm, stopping the assault completely. "You'll have to do better than that…" Heartless then flipped Erza over, aiming a powerful palm strike to the knight's exposed stomach, the force behind it strong enough to send Erza into the wall. "9 minutes 30 seconds…"

Erza knew what Heartless was trying to do, and she wasn't going for it. She was sticking with her original plan and wouldn't let the countdown bother her, she couldn't, and otherwise it was all over. Another bright light appeared around Erza's body as she pried herself off the wall, now entering her Morning Star armor, energy already gathering in the two swords she held. Erza darted forward, making a straight line for Heartless.

"Hm…" Heartless thought before going on the offense. It seemed like Erza was going for double slash, so Heartless acted accordingly. She brought her arms up to defend against it, but she soon found that she was fooled. It was a feint; Erza went to Heartless' exposed back, pointing her swords forward.

"Photon Slicer!" Erza exclaimed at the top of her lungs, unleashing a powerful beam of energy from both swords that consumed Heartless, a small cry of pain escaping the demon's lips as she flew back. Erza wasn't done yet. She leapt into the air, requipping into her normal armor, but with a new weapon: The Holy Hammer. She brought the hammer up, and then swung it down towards Heartless.

"…!" Heartless' eyes went wide with shock at the sight of the Holy Hammer. IT was going to hurt. A lot. Heartless quickly placed a card in front of her which created a barrier around her person. "Barrier!"

"I'll break through!" Erza shouted. And she did. The hammer hit the barrier, instantly shattering it, and then struck Heartless, causing deafening shockwave to rumble throughout the Council building.

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"The hell…is going on…" Bacchus asked while lying on his back, looking up at the lacrima screen that just appeared. There was smoke, so he couldn't see anything just yet.

"Looks like a fight…." Rylo grunted.

And soon the smoke cleared, allowing the spectators to see what was happening now: Erza vs. Heartless.

"Oh, shit…that's Erza…!" Bacchus managed to say with excited. "Now that's wild…! Kick her ass…!"

"I hate…relying on a Fairy…" Luke groaned, looking over his shoulder at Raven and Chelia. "But it seems like…there's no other option now…"

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"It appears I may have underestimated you a little bit, Erza…" Heartless said with bruises now covering her body. She glanced at the timer, very surprised at the time Erza made with that assault. Only 1 minute and 30 seconds passed, leaving Erza with 8 minutes left. "But that'll stop now…" Heartless said with a shift in tone, pulling out three cards. "Advance: Life Sword." The three cards between her fingers began to glow before taking the shape of a large blade.

"What is that…?" Erza's eyes widened before realizing that getting hit with that sword meant bad news. It was time to go on the defensive. A bright light appeared around Erza's body once again, now showing Titania in the strongest defensive armor she had, the Adamantine Armor.

"Wise choice!" Heartless exclaimed before swinging the blade once. "But it won't help against this type of blade!" The blade neared Erza, only for it to send her skidding across the ground heavily until she nearly went through the wall, her armor cracked heavily from just a single blow. "Shame it's single-use…" Heartless said before taking advantage of the now stunned Erza. "But that won't matter too much…" Heartless pointed a single finger at Erza, causing a heart to appear right in front of her. "Heart Burst."

"What…?" Erza asked weakly before the heart before her exploded violently, the force throwing her up into the air with shattered armor. She wasn't going to stay down, of course. She reuipped once again, taking advantage of her new momentum, and changed into her Giant's armor once again. She pulled her fist back, aiming a powerful punch at Heartless. Heartless dodged the punch by jumping to the side, but Erza anticipated this, and the punch hit the ground, shattering the floor and sent shockwaves throughout the room, causing Heartless to stumble around in attempt to keep her footing. "I've got you now!" Erza yelled, while rearing her fist back, slugging Heartless right in the face. With every ounce of strength she could muster, Erza followed the punch through and slugged Heartless right into the wall. She intended to follow through with another punch, but Heartless dodged and placed her palm on Erza's chest.

"So close…" Heartless said in a teasing tone. An explosion card was on Heartless' hand, facing forward to Erza's chest. The card then exploded violently, blowing off most of Erza's armor and sent her into the already weakened wall on the other side of the room. The rubble then collapsed on her, causing a yelp of pain and surprise to escape her mouth. "I'm not done with you yet…" Heartless then raised her hand, creating a large demonic seal above the rubble where Erza was trapped in. "Heart Stamp." From the seal, a large heart just dropped, crushing Erza completely, ending off with a violent explosion that completely destroyed that side of Siegrain's office. When the smoke of the explosion cleared, Erza was seen an in unconscious state.

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"E-Erza…!" Natsu shouted weakly, his strength diminishing by the second. "C-Come on…get up…"

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.

"Pssh…" Maggie couldn't help but chuckle at Erza's condition. "Look at that…the mighty Titania falling to a false demon…"

"Quite hilarious if I do say so myself…" Tobias added.

"Shut the fuck up Tobias nobody asked you," Maggie immediately replied, causing Tobias to sigh heavily.

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Heartless glanced at the counter. Time seemed to be going quickly. Only 3 minutes and 30 seconds remained and Erza didn't seem to be getting up any time soon. "Well…that was mildly disappointing…" She admitted, turning on her heel.

*Cough*

"…?" Heartless blinked turning around at the rubble. "Hm….?"

"I won't…" Erza began as her body began to twitch as she forced herself into a sitting position, then to a standing position. Her legs quivered under her body weight, and she knew she was outmatched, but that didn't matter right now. She HAD to keep going for the sake of those dear to her. "I won't allow you to steal the lives of my Nakama…Not while I still draw breath!"

"You can't beat me…" Heartless stated, pointing at the steadily decreasing timer. "Least of all in 3 minutes. Your strength isn't enough…"

"As long as I have the strength to protect my nakama…I don't care how weak I'll be…" Erza stated, giving a slight smile to herself after. "It's a contradictory phrase, I know…" She then turned to Heartless once again, the bright light appearing around her body yet again, reentering her Heavens Wheel armor, a multitude of blades above her. "All the strength I need is right here." Erza then pointed to her heart, her smile widening. "Strength you'll never feel in a million years…" With that, Erza threw her arms forward, unleashing a heavy rain of sword onto Heartless.

"How insulting…!" Heartless glared at Erza after her statement, now focusing on the rain of swords. Heartless sway left and right, but she was unable to avoid everything thrown at her, as some blades created gashes on her arms, legs and sides. "Tch…!"

The assault wasn't over yet; Erza flew in and slashes Heartless right after. "Blumenbalt!"

"Agh!" Heartless cried out, sliding back a few feet from the slashes. 2 minutes and 30 seconds left. "A heart is something worthless that holds humans back!" Heartless exclaimed, now aiming multiple Heart Stamps at Erza to bring her out of the sky.

"That's where you're wrong!" Erza exclaimed, dodging each and every Heart Stamp sent with ease. "A heart is a wonderful thing…it allows us to connect with one another. I can feel the will of my friends through my heart…and while it still beats, I don't intend to let them down!" After that, a Heart Stamp was a direct hit, sending Erza right down into the ground. That whole dodging ordeal was somewhat of a waste of time, as only 1 minute and 30 seconds remained.

"The heart becomes useless after a bond is severed…" Heartless replied to Erza. "As King would say…it makes a person weak. He would use Tia as an example after Ace left. Maybe Jack too…"

"Like I said…" Erza said as she stood up slowly, now reuipped into nothing but pants and cloth around her breasts, hair tied into a pony tail. She had a single blade in her hand: Demon Blade Crimson Sakura. The Nakagami Armor would've been a more viable option but Heartless was not using magic. "People like you will never understand the strength of a heart and the bonds that make it strong…" Erza's grip on her blade tightened, summoning every ounce of magical energy in her body, causing the blade to gain a flaring red aura. "It's time for me to finish this…!" With a battle cry, Erza lunged towards Heartless, gripping the blade with both hands for a powerful, one hit KO strike.

"You think I'll allow that easily…?" Heartless raised a brow at Erza's straight charge. Heartless held out a hand, creating a demonic seal on her palm. "Heart Blast." From the seal, a giant pink beam of demon energy shot out, breaking through the already destroyed floor it traveled over.

"…!" Erza's eyes widened. There was no possible way for her to react to such an attack since it was coming so fast. The attack was a direct hit as a result, and Erza rolled across the floor, lying in a small pool of her own blood. She faded in and out of consciousness, and her body began to shut down as a result. "N-Not yet…" She grunted, absolutely refusing to lose here. She forced her body to a knee, using her sword as a support. Panic set in quickly after once she glanced at the timer. 45 seconds before those she loved and cared about died. It wasn't going to happen. She wouldn't let it. Erza brought herself up to her feet, swaying from side to side. She coughed up a little blood before glaring at Heartless.

"Still standing? I applaud you, Erza Scarlet…you are much stronger than I gave you credit for…" Heartless said while giving Erza a soft, genuine applause. "But now, it's time for me to end this, and you…" Heartless focused her palm on Erza yet again. "Goodbye." And another beam shot out. Surely, this would be the end of Titania since she was unable to avoid the first one.

It seemed as though Erza was done. She was breathing heavily, and she already couldn't dodge the first beam. Erza would have Heartless think this way. A small smirk appeared on Erza's lips as the blast neared. She waited until the last second before throwing herself to the side, avoiding the blast completely. She used her momentum to roll forward, sprinting towards Heartless at an incredible speed, leaving the demon baffled at what just happened. "I'll never give in!" Erza screamed at the top of her lungs, landing a single, yet exceptionally powerful slash across Heartless' face. Erza slid to a stop with Heartless standing completely still eyes wide. It was a standoff for a few seconds until Heartless fell to the ground first, the timer stopping at 1 second. Erza gave a smile before putting her sword up in the air the same way she did when she conquered 100 monsters, a victorious smile etched onto her face. She fell over shortly after that, but she caught herself and fell to her hands and knees, coughing up some more blood. "That is...the strength that a heart can have when connected to many others..."