Things were still tense at Fairy Tail's HQ after the recent events. Despite their guild coming out on top, there was no doubt that Phantom Lord wouldn't leave it at this and their fight was far from over.

Some of the members were with Lucy as she told them about what she learned from Jose; the reason behind Phantom's attacks on their guild.

Gray had wondered why the Celestial mage avoided mentioning her last name at all costs but he never imagined this to be the reason. ''You ran away from home?''

She nodded with a frown ''It was all too much. That place hasn't felt like home in years. My father's so overbearing, he was determined to control every part of my life for his own gain. That's what all this is about, why he hired those creeps! I hate him! He was planning to force me into an arranged marriage just to further his buisness. I might as well just some asset for him to further his own ends, he doesn't care about me at all. I never wanted to go back there again. Everything got so much better when I settled down here and it feels like I have a true home again...'' The girl lowered her head. ''...I'm sorry, I know it's not much but that's really all I can say now. I wouldn't blame you for hating me. I never imagined he'd something like this. It's all my fault...''

''What on earth are you talking about?''

She looked up in surprise at Erza's question, hearing the redhead continue ''That's not true and none of us blame you.''

'I think anyone would want to get away from such a life. Family isn't just about blood relations, he's the one who failed you.' Riku stated. 'You feel the same way about this guild as we do, you know how things work around here. You're one of us, you know?'

''Damn straight, Riku!'' Natsu grinned. ''You know, Luce, maybe you were born in that rich life but I just can't see you fitting in those fancy places. You belong here with us in this free and wild guild.''

''You guys...'' The blonde mumbled, feeling her eyes well up while the rest began to smile. Those words meant more to her than she could say.


''Phantom?''

Cana and Mira had reached out to Laxus and the Raijinshuu via a communication lacrima, quickly bringing him up to speed.

What Laxus said next surprised both girls. ''That...might actually explain a few things.''

Mira blinked ''What do you mean?''

''Hold on, I'll just show you.'' They watched as he moved his lacrima higher, allowing them to see that a green barrier spread wide about the area near him.

''What the...?'' Cana stared.

''We were just on our way back when some creeps tried to ambush us. I got to fry most of them them but by the time we caught up to the rest, they'd already cast this thing. They've made themselves scarce since.'' Laxus grunted in annoyance. ''None of our spells are enough to make a dent in the damn thing but we're still trying to figure out how to break it. The whole deal seemed so random but with this news...''

Cana grimaced ''Yeah, it must be them. The cowards just want to keep you guys away.''

''Any news on Mystogan or Gildarts?'' The dragon slayer inquired. Sure, they hadn't seen the latter in a long time but it didn't hurt to ask.

''None. All our attempts to reach out to them just won't work.'' Mira returned.

Laxus' brow furrowed ''I hate to say it but I can't promise that we'd make it back soon but we'll keep trying. You all hold down the fort there in the meantime.''

The girls nodded back and ended the communication. Cana sighed ''Just great...that creep Jose sure covered his bases.''

Mira went to tell Makarov about the situation, he crossed his arms as he responded ''Very well, it can't be helped. We'll just have to do our best and be ready for anything.''


''No, no way!''

Riku and Belle quickly noticed an obviously upset Lucy staring down Mira, Macao, Wakaba and Reedus.

''But Lucy...'' The second started.

''I said no!'' She cut him off firmly.

''What's going on?'' Belle inquired as the two of them walked over.

Lucy quickly explained how she overheard the three men talking some plans over. One such plan involved getting her to Fairy Tail's secret hideout since she was their enemy's target.

''It's to keep you safe.'' Mira tried.

''How do you expect me to just stay back and do nothing while you're all planning to fight when I'm the reason that started all this?'' The blonde retorted. ''Everyone's been so welcoming...so good to me. I refuse to just hide while you're all putting yourselves in danger. I know I'm not strong as some of you but I'll try not to be a burden. There has to be something that even I can do to help. I'll fight those creeps to the end!''

'I say we should let her.' Riku put in, to everyone's surprise. 'If Lucy feels so strongly about it, who are we to stop her? Isn't it better for her to be here where we can all support her? Besides, you've seen the kind of thing Phantom can pull off, can any of you really be sure that just hiding her away would work?'

No one was about to argue with that logic. One reason being that they still didn't know how Phantom Lord was able to pull off destroying their guild building with such little attention for hours.

''I completely agree.'' Everyone looked back to see Makarov walking over with Erza. ''Jose Porla happens to be among the sneakiest people I have ever seen, expect the worst from him. He wouldn't have started this if he hadn't been confident of Phantom's chances, that's all the more reason to be careful. Lucy is being true to herself, doesn't the fact that she alreadys care so much prove that she belongs with us? I know you brats, you'd be making the exact same choice if you were in her shoes.''

Erza's lips twitched as she took in the silence that followed these words, believing it was rather telling. Master was definitely right after all.

She also thought Riku had the right idea. Lucy may be the newest addition to their family but she certainly was as spirited as the rest of them. Frankly, the knight mage believed Lucy needed this as well, the guilt because of her father's actions must be weighing heavily on her but doing something about it could certainly help.

It was this thought that prompted her to speak ''Very well then, but we'll set some rules. Lucy, you are to stay with at least one of us whenever possible. I trust your spirits to watch out for you but there are limits to what they can do. As Master said, we can't treat this war carelessly.''

''Right.'' She nodded firmly.

Belle landed on her shoulder ''It'll be okay, we've got your back.''

'You can count on that.' Riku added.

Lucy began to smile ''Thanks...''


As it so happened, Phantom Lord's retribution came sooner than expected...

The earth shook, giving the impression that there might have been an earthquake at first. Everyone realized it couldn't be right as they saw a giant shadow on the window. The sight that awaited them was a shocking one.

''What the heck is that?!''

''I've never seen anything like it...''

A large figure which basically looked like Phantom Lord HQ on six, gargantuan mechanical legs was marching towards them. Suddenly, a part of the figure opened to reveal a big cannon aimed at them.

Jose's voice resounded around the area ''Now Fairy Tail, you'll only get the one chance. Surrender Lucy Heartfillia immediately or suffer the power of Jupiter the Magical Cannon!''

There was only way Fairy Tail would ever respond to such a command.

''Not happening, you bastard!'' Natsu snapped.

''Aye Sir!'' Happy agreed.

''Not a chance!'' Erza said firmly.

''Forget it!'' Gray cried.

''You're not taking her!'' Belle added.

This was followed by many cries of assent, everyone was of the same opinion. They had no intention of surrendering to their enemies.

Lucy felt her eyes tear, she had a feeling they would go this far but there was no denying how this display warmed her heart. They'd only known her for such a short time and yet...

She felt a hand on her shoulder and looked to see it was Riku's, who gave a gentle smile as he addressed her 'You're willing to fight for us but you need to remember that it goes both ways. As if we'd just leave one of their mercy, we're all in this together. You made your resolve, right?'

Her expression grew determined as she wiped her eyes ''...Yeah, I'm fighting with all I've got.''

Erik cracked a smirk ''That's better.'' He looked back at the giant. ''I get the feeling he expected our answer anyway, brace yourselves.''

Jose soon proved his conclusion accurate ''I suppose you fools will always be the same. Very well, die you pathetic weaklings!''

In moments, the cannon was leveled at them and its firing hole began to glow. Makarov stepped up ''All of you, stay back. That's an order, I'll take care of this!''

Some of those present were alarmed, they had clearly wanted to help too but there was little time. The cannon fired, unleashing a powerful beam that honed in fast on the target.

Makarov was surrounded by an intense aura ''Maximum Defense Seal!''

He released several magical seals which floated around him and the guild. The seals lined up, creating a makeshift shield that served to negate the blast.

Cheers arose at this result, Natsu grinning widely ''Way to go, Gramps!''

The general elation turned into alarm and concern when Makarov fell to a knee. Cana frowned ''You okay?''

''Yeah...just winded...''

Jose's voice resounded again ''Hm, I suppose I should have expected this much, Makarov. But even you can't hold this power off forever. I can easily fire another blast in 15 minutes. How long will you last?''

Gray's eyes narrowed ''We've gotta destroy that thing...''

''Leave that to us!'' Happy declared as he flew, picking up Natsu then.

''Yeah, we got this!'' He agreed, both ignoring any attempts by their friends to stop them.

''Those idiots...'' Erik grunted. He agreed with the logic but they were jumping into an enemy base on their own, that was too reckless.

''We should go after them.'' Belle stated, making to pick up Riku, who nodded back.

But then...

A dark mass surrounded the top of the enemy HQ. It quickly disappeared and a myriad of ghostly figures surged forth, immediately flying towards the members of Fairy Tail.

''What the heck are those things?!'' Macao cried.

''Shade troopers.'' Makarov replied, frowning. ''They're a form of Jose's Shade magic, make sure to keep far away from those things and take them down.''

And so the fight got underway, with everyone fending the ghostly soldiers off to the best of their ability. Alzack and Bisca immediately prepared their rifles, using their Guns magic to take down a number of them at once. The first's Sunlight Shot dispersing many in an instant. Likewise, Reedus utilised his Pict-magic to create some swords, Cana threw a pair of cards that unleashed a blast of fire on more enemies and Belle used Starlight Revolution to take out more. Loke used his Ring magic to create a twister while Erik took down more with Poison Dragon's Roar.

At first it seemed to go be going well, with the fighters managing to take a great number of shades. However, it quickly turned out that this meant nothing for all the ghostly soldiers had reformed.

''What?!''

Makarov frowned ''Jose must be recreating them...''

''So how do we stop it?'' Macao cut in.

''...my best guess would be to take down the caster. I thought of floating to their base but those shades keep blocking my every move. There might be another way though...''

But Makarov didn't get further than that for the earth started to shake under their feet again...


It hadn't taken long for Natsu and Happy to arrive at the room where Jupiter's lacrima lay. But they found that it had apparently been left a guard, a man who soon introduced himself as Totomaru 'The Great Fire', a member of the Element 4. The man had the rather troublesome ability to control any flame around him, which unfortunately also includes Natsu's.

Happy stared when Totomaru swiftly manipulated Natsu's flaming fist to make him punch himself ''He can do that too?!''

''If this much surprises you, you haven't seen anything.'' The Phantom mage stated smugly.

''Same goes to you, bastard, no way I'm going to lose here!'' Natsu snapped.


The source of the shaking was once more, the enemy's mobile base. A hatch opened, releasing a large bronze and black golem like figure with some armor on its arms and legs. It took one step forward, exuding a mass of power that many could sense at once.

Elfman transformed his arm before trying to punch, only to be stunned when it repelled the blow with ease. Similarly, it was able to brush aside Alzack's bullets and Macao's Purple Flare as well.

''This is the Super Giant Phantom Mage Mark One.'' Jose informed. ''I've taken extra care to power its capabilities so I doubt you weaklings would do much of anything to it.''

''How's this for weak?! Ice Make: Cold Excalibur!'' Gray created a big ice blade which he used to strike, stiffening when the golem still continued to walk despite the bits of ice on its legs.

It raised its arms and slammed them down, creating a strong tremor that threw those nearby off. Then it leveled an arm for a punch, leaving them shocked at Gray, who quickly dodged, but the arm went much farther than they expected.

Lucy quickly summoned Taurus, who met the golem head to head before smashing its arms aside with his axe. The golem then spun around itself, forcefully tackling Taurus hard.

The spirit grunted as he tanked the blow, looking up when he felt something familiar ''Lucy-san, look out!''

The girl's eyes widened at this, following his line of sight to see some shades coming towards her. Just as she made to get away, a portal opened before a familiar ebony sword destroyed them. She let out a breath, sparing Riku a grateful look as he got his sword back.

Makarov had apparently decided to take things into his own hands. Using his Giant magic, he grew to the golem's height and blocked its next strike with ease before punching it back. He could feel magic from the being's chest and knew that it had to do with its incredibly high resistance.

Cana grimaced as a few Shades she destroyed quickly reformed again, wondering how long their enemy could keep doing this.

Erza was thinking along similar lines. No matter how many they took own, more came along. The problem was, she could see the toll it was taking on her family, who were beginning to get disheartened at the sight of the seemingly endless opposition. The situation was only made worse when the golem revealed a lacrima embedded in its hand, placing it on the ground before it glowed. A number of figures smaller but somewhat similar to the golem rose up from the ground.

Fortunately, they found out that those things weren't nearly as resistant as their source when Belle leveled three staffs before she cast ''Three Layered Magic Circle: Ice Storm!''

A storm of wind and ice shards arose, crushing the four smaller golems with ease. Elfman, Erik and Cubelios proceeded to plow through others. After a moment of thought, she decided to help Makarov decimate the golem, hopefully wrapping things fast so they could deal with the lingering issue of the Shades.

Requipping a big hammer, she called out a warning to the guildmaster before swinging it. Makarov ducked his head in time, the hammer slamming the golem's head a second later. The force of the weapon knocked it back and Makarov took the chance to punch it then, enhancing the strike with his magic.

Erza's concerns were proven accurate. For not only were many of the fighters getting tired, the sight of the Shades reforming no matter what they did was really lowering the morale.

''Keep going, we can't stop here!'' Elfman cried, knowing that this was really bad. The enemies were relentless, thus immediately seizing on this opening.

Suddenly a number of gates opened before their eyes, each one releasing beams that obliterated the Shades, taking out a massive amount together. Elfman grinned, having seen this idea recently. This was one of Riku's newest ideas, Dark Dragon's Shadow Lancer.

The take-over mage was especially pleased to see that it seemed to stir their friends into action, knowing they couldn't stay down. The Shades were back again, to no one's surprise. But what happened next threw everyone for a loop.

A good amount of them seemed to come together, becoming a massive Shade about half the size of the golem. Everyone could feel how much worse this thing compared to its brethren. Makarov blasted it with his light magic, causing a good amount of damage but then it more Shades floated to it, disappearing and fixing up the damaged part.

It lashed out then, its arms like whips that forced those nearby back. This however left them vulnerable to more enemies. Those were destroyed by Riku's Dark Dragon's Roar. However, one was able to dodge and went through Riku then, causing him to get on a knee, wincing.

Before anyone could react, the big Shade struck Riku and lifted him. Erza, Makarov, Belle, Erik and Taurus attacked in tandem from different sides, causing significant damage to the creature as it dropped its captive. Gray and Lucy immediately hurried over to Riku, alarmed to see the teen in this state. He was shuddering as his expression creased in pain. All their attempts to rouse him were useless. If anyone had looked closer, they would have seen a slight glow on him then, but it quickly faded away.

''What did that thing do?'' Belle demanded, alarmed.

''Those creatures are cursed.'' Taurus informed grimly. ''You all felt that vile magic...I hate to think of what it would do now that they've combined. Calling it awful would be an understatement.''

Gray ground his teeth, glaring at the fighters that Riku had intervened to save ''What the hell were you idiots doing?! It doesn't matter how hard the fight is, we were always gonna be in this for the long haul. Did you think anyone would just get to walk away when the going got rough?!''

None of them could look the creation wizard in the eye, feeling shame and guilt well up as they knew he was right. They had already made their resolve to fight too, Riku shouldn't have had to bail them out.

''What the heck are you waiting for? If you want to make up for this, stand up and fight!'' Cana cried.

''That's right! Are you brats going to back down now?'' Makarov allowed himself a smirk at the loud cry of 'NO!' this caused. ''That's more like it!''

Mira felt relieved, knowing her family would not back down here. Still, she couldn't help the frustration that rose with in her as wished that she could do something to help. Here they were, all fighting for their guild and their comrade but she was powerless. If only she hadn't lost the ability to use her magic...

Her eyes landed on the Phantom HQ, wondering how Natsu and Happy were doing on their end.


Natsu jumped towards Jupiter, growling when Totomaru intercepted ''Outta my way!''

''What, you think I'm going to move because you say so?'' He returned tauntingly. ''Why would I? You can't even do a thing against me.''

The Fairy Tail mage grimaced, knowing they were running low on time. Totomaru blasted him with Blue Fire, only to pause in surprise when Natsu responded by eating it.

''Wait, the only one who can do that...'' He blinked. ''...so you're the Salamander. Well, this is a bad match up for both of us but even more so for you.''

Happy hated to admit it but he knew the man was right. Natsu's magic gave him good resistance to fire spells but it didn't mean anything when he couldn't even land an attack. What could they do?

Natsu did something that took both him and Totomaru in surprise. At first it looked like he was going to use Fire Dragon's Roar but then...

Happy's jaw dropped while Totomaru's eye twitched in annoyance, his face soaked ''Did you just spit on me?!''

Natsu laughed ''You fell for it!''

''You vulgar little brat!'' Totomaru snapped. ''Eat this, Orange Fire!''

The former smirked and ate it, but his confidence faded in moments as he discovered that this fire smelled very, very bad. ''Gah, it reeks!''

''Serves you right!'' Totomaru retorted.

Happy looked alarmed as the timer declared that there were only two and a half minutes ''Natsu, come on!''

''I know!'' The teen charged up a big fire, deciding to go for broke.

''You really don't learn!'' Totomaru taunted, preparing to control the flames. But then Natsu put more power into it, burning the surprised Phantom mage before unleashing the blast.

He laughed ''You missed!''

''I never aimed at you!''

The answer left the man stunned, feeling a pit of dread as he turned around. As he feared, the blaze was aimed towards Jupiter's lacrima...


''Hey, look!''

Everyone saw a lot of smoke coming from Jupiter's location, with some tell-tale flames rising up in the air. A part of the area even seemed to be close to falling apart, they had a good guess on what it meant.

''He did it!'' Belle exclaimed.

Gray smirked ''Count on that Ash brain to cause some real chaos.''

Jose cursed, knowing Jupiter's lacrima was no more ''It's not finished yet! We will not lose here!''

As if in response to his declaration, the golems attacked with increased vigor. The smaller ones even seemed to be targeting Lucy, leaving a few members to help Taurus defend his summoner. The blonde was forced to only rely on her whip for restraint to help someone else take the enemies as there wasn't much else she could do now. The problem was, this seemed to be some sort of distraction as Jose was clearly up to something with that base of his. He had done something to change it, it now looked some what like the the Mark 1 golem. This was the Super Giant Phantom Mage Mark 2.

Makarov used a powerful earth spell, creating a rupture in the ground that decimated most of the golems and even damaged the big one. But the remaining ones still pressed on, a few targeting the incapacitated Riku as well.

It was around then that something rather strange happened. Riku got up, but something clearly wasn't right.

He was surrounded in a black aura, his eyes now gone black. For a few moments, his expression was unreadable but then it turned into a cold as he thrust his arm forward. A wave of darkness surged, destroying couple of golems and some shades in half. But the attack didn't stop there, a few of the Fairy Tail members had to get out of the way before it hit them.

''What's going on?'' Taurus stared. He'd known the brunet for a short time but it was enough to see that Riku would never condone hurting a friend for no reason.

Belle's eyes widened ''No...''

''Did that big shade...?'' Lucy started.

Mira bit her lip ''It's not that...Lucy, this is the burden Riku was forced to bear.''

''What?'' The girl looked at her in surprise.

But she didn't have time to explain as Riku continued attacking. He seemed to make no discrimination between friend or foe, attacking all in sight. An etheral black wing manifested on his back as scales began to form on his arm as he kept going, regardless of what was in his way.

What really confused both Lucy and Taurus was that Fairy Tail seemed familiar with this. Everyone was making it clear that they knew to get out of the way while helping those who couldn't.

''What's the deal? Did this happen before?'' Lucy demanded, barely noticing how Makarov and Erza were trying to get closer but were impeded by the Mark 1 golem.

Seeing that cold, detached expression on the usually friendly and gentle brunet was so wrong...Riku was really scaring her. He was beginning to look like a monster. This couldn't be normal. What was going on here?

Loke fended off a blast of darkness coming their way with his magic ''Dark Dragon Slayer magic is considered especially dangerous, many actually avoided it for a long time.''

''Wait, what? But why would Riku...''

''He didn't have a choice.'' Mira cut her off. ''We told you about his mentor, remember?''

Lucy did, making things begin to fall into place. She'd heard a little about it on their way back from Galuna, which prompted her to ask her friends. Belle and Erza told her about the dragon responsible for teaching Riku dragon slayer magic. The truth certainly was a shock.

He was known as Acnologia, the Black Dragon of the Apocalypse. A monster known to be undefeated, feared by many. No one knew why he chose to teach Riku, the brunet himself had no idea. He had told them that the dragon was certainly cruel like his reputation proved. Riku had apparently spent almost a year with him before the dragon left and he wound up meeting Erza and later, Erik.

Thinking about it this way gave her a new understanding of the situation ''So then...''

''Acnologia would've killed Riku if he hadn't obeyed him back then.'' Loke informed, confirming her suspicions.

Mira looked on, her expression sad ''He's had to live with this ever since he was a child. It only happens when he's in some very extreme situations, those Shades pushed him to this state...''

Lucy lowered her head, feeling terrible for her earlier thoughts, especially as she recalled how Riku had helped her out before. He'd even gone out of his way to back her up earlier...how could she think that of him? Of course he hated this thing...

They watched as Makarov took the down the Mark 1 Golem with some punches and and another earth spell that left it to crumble. Erza waved her hand in a specific pattern. Riku froze then, an odd glow surrounding him for a few seconds before he fell to his knees. He was breathing heavily but in moments, he looked up, his eyes were back to the usual normal dark blue color

He blinked, seeming confused and a bit dazed as a relieved Belle flew over, hugging him. His eyes widened after a moment 'Belle...did I...?'

''It's okay, no one's hurt!'' She returned.

The purple cat wasn't too surprised when this clearly didn't make him feel better. That horrible state was something he hated more than anyone else but they just didn't know what to do about it.

''Really, it's fine. It's not your fault. We can't stop here, you know that!'' She reminded.

He nodded after a moment, both turning as the Mark 1 golem fired a blast from the lacrima in its other hand towards them. Riku held up his great sword, a purple glow surrounding the blade as he leveled the weapon at his shoulder. The sword was encased in a similar aura that made it seem even bigger. He struck once the blast came closer to them, the move sending the blast right back to sender and knocking it down. This was Riku's Counter Stance; a technique developed based on one of his Secret arts.

He proceeded to cast Dark Dragon Shadow Lancer again, destroying all enemies nearby and damaging the Mark 1 golem.

Getting an idea then, he created a sphere of darkness over the Phantom HQ It burst, releasing a myriad of scattered blasts that fell on it like rain. Not only taking out more shades but causing plenty of damage. As a result, the the structure was forced much closer to the ground.

Cheers began to emanate at this turnout. ''You go, Riku!''

''Knew we could count on you!''

''Yeah, that's our Bahamut!''

''You're doing great!''

''Riku, you're a real Man!''

Riku felt gratitude towards their family while Belle beamed before looking at him ''See? It's all fine.''

The brunet smiled a bit but his expression faltered as his exhaustion overcame him and he fell to a knee, leaning against his sword.

''Riku!''

He gave his partner a reassuring look 'It's all right. Just...you know...'

And Belle did. There was one way to stop that terrible state where he lost control but it was especially hard on him...

The two were joined by Erza, who smiled ''You've both done very well...'' She turned back to the others. ''...now then, Riku has given us a direct opening to their base. It's time we stop Phantom for good!''

''Now that's music to my ears!'' Gray stated while Erik smirked.

''Yeah, let's get 'em!'' Elfman added.

''Right. It's time to end this.'' Makarov declared.


Natsu grinned proudly at the sight of the destroyed lacrima. Finding Totomaru shortly afterwards, the man having been blown back in the chaos caused by his last attack.

''Phantom Lord's going down!'' He declared.

''Aye Sir!'' Happy agreed, while Totomaru looked on in fear.


Jose growled, knowing that Fairy Tail was closing in on their turf. ''Damn persistent pests...I refuse to fall. This is far from over!''


Well, let's stop here.

I hope it was good. For a while, I wasn't sure how to handle this chapter. I mean, I did wind up changing a few things here and there so I had to adjust. Makarov and Erza were taken out early in canon and they could have really turned things around for Fairy Tail before. I figured this would affect the battle as well so I upped the difficulty so to speak.

And now you see the issue around Riku's magic. Well, I intend to get into more detail by this at the end of this arc but to put it simply, Dark Dragon Slayer magic has a curse that makes the user loses control if pushed past a certain point. They get a whole lot of power with a terrible price for it in return. Riku's been dealing with this issue since he was a kid so there was one way to help and using it makes him suffer the backlash. It progresses over time but I just wanted this to be the reveal and I'll show more about it later.

Anywho, thanks for reading and I hope you enjoy it. Till next time!