Guest: Thanks, I appreciate the review. Glad you actually like my work enough to re-read it. Yeah, I've been feeling burnt out for a while but I'm working on getting my motivation back.


Jose held back a frustrated growl.

It was like the more he dealt with Fairy Tail, the more his plans fell apart. Fairy Tail turning up in that town was a great opportunity but the White Paladin had ruined his first attempt before it even began. Laxus' destruction of Jupiter had given the pests a boost of morale to boot. Sol's attempt at capturing Lucy was soon foiled and it lead to his loss, slowing Abyss Break down. Their branch forces wouldn't hold Makarov up for too long-all they had over was numbers. And now it looked like his brats invaded the Giant Mage...

His fists clenched, well it mattered little at this point. One way or the other, Fairy Tail would fall. He would make sure of that.


Elfman wished once again that he had been able to use a full Take-Over. If he did, he likely could have kept up with his friends no problem and even if not, their enhanced abilities would allow him to catch up to them. He knew for a fact that at least a couple of his forms had a keen sense of smell which was sure to be of use. But once again, he could only lament.

Many at the guild tried to help, Master and Endymion tried to get him into meditating, believing that it might let him dig deep and face the problem. But it just never stuck with him-Erza heard of this and decided to...ahem, reinforce their lessons.

Let's just say he really understood why Natsu complained so much about her teaching attempts in the past.

His sisters were not happy-their intervention putting that disaster to a swift end. Cana used her fortune-telling and assured him that he could get over this, which was reassuring. When their attempts continued to fail, Levy tried to look up a method to help and this confirmed his suspicions that the problem didn't lie with his magic, it was with him. And it all stemmed from that thrice be damned the Beast request. The others may not blame him but Elfman still felt responsible, he'd ignored Mira's concerns and rushed on recklessly, leading the Beast to control him. He was so glad Natsu and the others were there, shuddering at the thought of what might have happened otherwise.

That day had made those involved want to get stronger, Elfman included. But even as he trained, he just couldn't get rid of that haunting specter. The fear that he might lose control and hurt them-that he might do something he'd regret forever.

It was a year ago that he learned why Hope of all people seemed to understand how he felt about this. When the boy and his partner explained everything about their past to the guild, it was anything but easy. Elfman knew, he still remembered the pain and fear in Hope's eyes that day. It was an expression he'd seen plenty in the mirror. But here he was, able to come clean because even after all he endured, he chose to trust them. Endymion had told them that it had all actually been Hope's idea. For all his struggles with the past, he put his faith in them. Even if he wasn't over it, even if he was still trying to find his own way and that elevated his opinion of the boy that much more. Elfman still remembered his words the day they took the caravan job. He would like nothing more than to get rid of this old fear...if only he knew how...

A flash caught the corner of his eye, making him pause as he heard noise from somewhere nearby. Elfman's brow furrowed as he followed it to a passage way, his eyes widening at what awaited him.


Levy destroyed a pair of Shades with another Solid Script, trying to think. They weren't getting anywhere like this. While they were relying on the infiltration team to take the fight directly to Phantom, surely they could do something more than just struggle to hold them off like this...

The girl's thoughts came to a halt when more of the dark creatures flew at a number of her friends ''Solid Script: Slow!''

The white word appeared in the midst of the enemies and their movements slowed down by a margin, giving her nearby comrades a chance to retaliate. Levy watched in satisfaction as Jet drew a number of the Shades' attention with his high speed, drawing them to where Droy had a number of his plants hidden, taking them all out in seconds. She swiftly took out more enemies with Solid script: Thunder. The three shared a glance and nodded, their determination to continue the fight firm as ever.

Well, they may not have an answer to their problems yet but they were still in this. If Jose thought Fairy Tail was weak, he had another thing coming. This was one battle they would not lose.


A ray of shimmering light and a blast of crackling lightning soared, destroying the falling walls before the Fairy Tail team continued on their way. Gray created a set of stairs that allowed them entry into the nearest hallway, exhaling ''Who the hell cooked up this veritable death trap anyway?!''

"No wonder we haven't run into much of the Phantom guys-they probably know they'd caught up in whatever trap we see next.'' Evergreen huffed. ''Good thinking sending Endymion with Natsu, Hope. I don't want to think what would've happened otherwise.''

"Speaking of, any news on that front?'' Bickslow wondered.

The response came after a few moments ''Endymion says they're closing in on another of the Element 4. It looks like he's working on something but he doesn't know what-'' Hope blinked, his expression brightening. ''-Lisanna and the others beat Sol.''

Gray grinned while the rest of the group exchanged pleased looks ''Now that's what I'm talking about-three more to go!''

"Then let's keep up this pace till we knock Phantom off their high horse for good.'' Laxus said at last and they nodded.

It was as they reached one of the Giant Mage's arms moments later that they spotted a surprise. It was beginning to rain...


Elfman stared around in confusion at the large room filled with shelves of lacrimas. All of them had some strange inscriptions he'd never seen before, he could feel the magic thrumming off them filling the air. It was so strong that it was almost like a physical force, so he knew the lacrima had to be doing something...but what?

It wasn't long before he found the answer.

Suddenly, a few of the lacrima gave a strong glow. Their light quickly coalesced into a strange construct that resembled a collection of colorful, intricate runes clustered together. (AN: Think of the Elemental monsters from Final Fantasy 10 and you won't be far off) Most of them flew out before Elfman could react but one immediately zoned in on him, unleashing a fierce lightning blast which he quickly dodged.

"The heck?!'' He jumped away from another attack, transforming his arm before punching it into a wall. Elfman stiffened as more of the lacrima shone, creating more of the beings just as his target rose up again. Two unleased swirling flames and ice at him, leaving him to tear a chunk of the ground off and hurling it, keeping the attacks at bay and slamming them. He took a step back as the beings floated above him, no doubt they were intended to storm the guild. He had to stop them!


Happy was really glad Endymion was with them, there was no shortage of traps on their end either. The phoenix had even thought to check in with the others, which was how they learned of Sol's defeat.

He blinked, noticing Natsu taking a few whiffs of the air ''What's up?''

"Huh...there are some really weird scents coming from up ahead...Right where that Elite 4 guy is supposed to be.''

"Element 4.'' His partner corrected dryly, leaving Natsu to roll his eyes. ''But what's going...''

He trailed off, seeing that Endymion was already scanning the area. The phoenix was quick to warn them that the enemy was apparently expecting their arrival. It didn't take him long to find what he assumed to be the source of the odd scent but before he could warn them, a number of beams sailed from their destination. Endymion quickly surrounded the three of them with a shield that rendered it harmless.

"What the-?!'' Natsu looked back at the sound of footsteps to see a man emerging, accompanied by more of the strange beings.

"Well, looks like I finally get to see the rats scurrying around our base.'' He smirked. ''I was going to wait for you to show up but that got old real fast. You're not going any further.''

"Just try and stop us!'' Natsu launched himself forward with a blazing fist, missing Happy's alarmed cry. The next thing Natsu knew, his target waved a hand and suddenly Natsu's own fist hit him in the face. Then, two of the strange beings fired water blasts at him. Endymion protected him with a shield while Happy pelted them with a few razor sharp feathers.

"Remember what Freed said? Totomaru of the Element 4 controls fire!'' The blue cat had been relieved when the Raijinshuu shared the information they had on Phantom Lord, something that they could definitely use now.

*Huh, so you already knew? Well, that makes it easier.'' Totomaru smirked. ''Normally, I'd fight you alone but I did promise to test our new Magna Soldats here and there are three of you. Enough talk now-Blue Fire!''

Natsu swiftly ate the vivid blue flame, leaving the former taken aback. The dragon slayer shivered ''Why's it so cold?!''

Totomaru knew of one mage who could pull that off ''So the stories about you are true, interesting...'' He smirked, repelling Natsu's consequent fire attack with ease. ''...didn't you get the memo, kid? All fires are under my command!''

It wasn't like he hadn't been listening but what was he supposed to do? He didn't have anything that could deal with this problem, he'd never encountered anyone who could control fire like this.

Happy and Endymion flew away from a couple of Soldats firing a multitude of dark energy blasts at them before the latter blasted them into pieces ''You know, we could always switch targets.''

"No way!'' Natsu didn't back out of fights, he wouldn't have it. ''I got this, just watch!''

Endymion wasn't the least bit surprised. Neither was Happy ''That's Natsu for you...''

"Just as prideful as our dragon slayer, I see.'' Totomaru looked amused ''This oughta be fun...''


Gray was face to face with the third member of the Element 4, Juvia. Knowing every moment they could spare was precious, he made sure the others could go ahead while he handled her. And he was really glad he did. She had been the source of the heavy rain earlier so it had come as a surprise that she hadn't even been trying to make it rain, which he supposed went to show just the strength of her magic.

And she quickly proved him right, no wonder the woman was practically considered S-class level. He'd never seen anybody so skilled with water magic. She even had a water body, it was nuts!

Juvia was maybe a little odd. The ice mage could've sworn he'd seen her blushing a few times early in the battle. In fact, if Gray didn't know any better, he would've thought she was checking him out.

Nah. No way, right?

He noticed a few Soldats flying down to the battlefield below ''What the heck...?''

So Master unleashed them...'' Juvia noted. ''...Juvia supposes it really is only a matter of time until we win now.''

Gray bristled ''What're you on about? Like hell we're just going to give up here. We beat one of your big shots already. I say we're doing damn good!''

"For how long?'' She shot back. ''Phantom Lord has the advantage, Master planned everything. Juvia doesn't understand why you all continue this fight-it wouldn't have to be this way if you just hand the Heartfillia girl over. One girl can't be worth all this.''

"Shows what you know!'' A part of him was admittedly surprised she'd even bothered to say any of this. The enemies they'd seen so far were just eager to battle. ''That's now how we do things-Fairy Tail never gives up on one of our own. Lucy ran away because her home was awful. She's hardly even had a family because of her asshole of a dad. What kind of friends would we be if we let her go back to a place like that? Not like you people would care, you're just after money. Ice Make: Cannon!''

"Water Slicer!''

Gray didn't even blink as the sharp water blasts clashed with his spell, startling Juvia as he dashed forward. ''I'll admit, you're strong but that doesn't matter. There's no way I'm going to lose, not when I'm fighting for Fairy Tail.''

Her eyes narrowed as water swirled around her arms and his hands shone with a menacing blue light ''Juvia will fight too! For the guild that accepted her when no one did!''

Gray hadn't expected that but it made him revise his opinion of her once more. Phantom may be full of scumbags to them but...that didn't have to be all there was to the story. ''Bring it on!''


Makarov made it back to the guild to find everyone squaring off against both the Shades and the recently arrived Soldats. One was bad enough but both made quite a troublesome combination. They had split into groups, one fending off the Shades while the others handled the Soldats but they were slowly getting overwhelmed.

A laugh filled the air before Jose's voice rang out ''There do you see, you pathetic fools? It doesn't matter what you do, I will still win! You're just stalling for time. So feel free to put up whatever pathetic struggle you can muster, entertain me!''

This left quite a few understandably vexed and more willing than ever to win and prove him wrong. On the other hand, the rest were faltering, the battle continuing to wear them down.

Makarov raised a hand and a horde of nearby Shades were destoryed by a myriad of light pillars, bringing everyone's attention to him. Exclamations of pleasant surprise arose, all the members of Fairy Tail more than happy to see him.

"Good to see you back, Master.'' Mira smiled.

He chuckled ''Sorry about that, taking the trash out took longer than I thought. What's the situation?'' She quickly briefed him in. ''I see...''

"We wanted to go help but then those things turned up. The Shades were dangerous already, we couldn't leave everyone to this as well.''

Makarov rolled up his sleeves ''Then let's get to work.''


Happy didn't bother holding back his groan as another Soldats appeared ''Can't you figure out where those things are coming from, Endymion?''

"I'm afraid that's easier than done.'' The phoenix's glowing eyes told him that he was actually trying to find out. ''The magic running the Giant Mage is interfering with my sight...'' Both flew away from the oncoming gust of wind before Endymion ssent the Soldat flying with a few flaps of his wings and Happy pelted it with exploding feathers. ''...I found a number of strong concentrations of magic. Now one of them could be the source but it's hard to say for sure.''

Happy conceded the point, this place was nothing but tricky after all. He glanced back at Natsu, who was still trying to fight Totomaru. The man was keeping him at bay with his sword skills, his impressive pyrokinesis still going strong. Strangely, the Soldats hadn't strayed anywhere near the pair for a while now. He had to wonder if Totomaru wanted it that way.

"We'll just have to deal for now, brace yourself.'' Endymion warned as more Soldats appeared.


Laxus, Hope and the Raijinshuu had just been entering a new area when Hope suddenly stopped and cast Aegis. The reason quickly became clear as a multitude of sharp air blades surged out of nowhere, clashing with the barrier but it held firm.

Bickslow stared ''Hope, whatever you're doing-keep it up! I lost track of how many times you saved our butts today.''

While he was glad to help, Hope wished he knew how he did it. Following the strange feeling that overcame him earlier brought his attention to the stairs at the end of the hall where a large man descended. Laxus' eyes narrowed ''So we finally found number four, huh?''

"How sorrowful...'' The man intoned. ''...you've come so far and struggled so much but it's all futile! I am the pinnacle of the Element 4, this is where your battle ends, Fairy Tail!''

"You wish. Bring it!''

He smirked at Bickslow's response ''Have a taste of my Airspace magic-Zetsu!'' A spell circle unleashed a multitude of air blasts at the quintet. Due to the attacks being invisible, they had a hard time dodging and were forced to defend. Laxus countered with Lightning Dragon's Roar but Aria countered with Airspace-Rei, creating a wall of vaccum to guard.

"Airspace: Baku!''

This time the airspace caused an explosion that sent those nearby back, when the smoke cleared, Aria was gone.

"What...?''

"Where'd he...?!'' The Raijinshuu began looking around frantically, missing the man appearing just above them before disappearing again.

Fortunately, not everyone did.

The trio were startled when the sound of a bullet went off and Aria reappeared behind Laxus, clutching his bleeding arm. Recovering from the surpise, Laxus punched him in the gut before sending him crashing to the ground with an electrified fist ''Should've kept a better eye out. Nice going, Chibi.''

Hope almost smiled, his eyes continuing to glow as he watched their opponent. Aria launched more air blades but as they dodged, it became clear that this was a distraction as he appeared behind Bickslow. The seith mage was fast enough to avoid his grasp but Aria managed to grab two of his puppets which immediately fell down.

"What just...?'' Evergreen blinked.

"...Their magic's gone.'' Bickslow's remaining puppet flew to him. ''He's a lot like we heard, gets anyone into those spaces and then there's loads of trouble.''

Aria smirked ''I know about you too, members of Fairy Tail. Let's start with you, Bickslow of the Raijinshuu. Your seith magic tends to depend on those little puppets but taking them out is all too easy!''

The former snorted ''Please.'' He snapped his fingers and the puppet fired a laser that forced Aria to jump back. The next thing he knew, three fast moving figures struck his back, leaving the surprised mage gasping.

Bickslow smirked as his three new puppets flew above his head ''Think you're the first to try that, pal? There's loads more where that came from!''

As he kept the enemy preoccupied, Freed turned to Laxus ''You should keep going.'' The blond was about to argue ''The Shades were already troublesome enough. Endymion warned us earlier, now the others have to deal with those strange contraptions too. As things stand, you're our best chance at defeating Jose.''

"And we have to take that slimeball down or this battle won't end.'' Evergreen added. ''Freed's absolutely right-go.''

"Please, Laxus-nii.'' Hope put in. ''We'll catch up with you.''

Laxus pursed his lips, he didn't like this one bit but they were right. This was a battle of attrition and the enemy had far too much of an advantage. Frankly, he wasn't certain he would have what it took to win but he did appreciate their confidence. But someone needed to do something about Jose and it looked like it'd have to be him.

"...You better keep your word."

Freed nodded and Evergreen flipped her hair ''Remember who you're talking to.'' She turned back towards Aria. ''I'll give you an opening, so step on it. Fairy Bomb: Gremlin!''

Aria leaped away from the spherical blast, only to stop in surprise at the sight of Laxus' lightning body speeding ahead. He tried to attack, only to be halted by Freed ''Where are you looking?"


Elfman grabbed a Soldat and tossed into an oncoming enemy attack. Thankfully, those things weren't nearly as bad as the Shades but they sure were resilient. They'd soon learned that the Soldats could bounce back before they even knew it if they didn't strike the weak points. Levy had been able to point out a few and it was mostly a matter of finding the opportune moment to strike, something that would be far easier without the Shades' interference.

Levy was glad Master had come back, everyone was growing increasingly weary and morale was dropping. She was so glad Erza, Mira and Cana were there, the three essentially taking charge in the midst of the chaos. Levy didn't think she could've done it but she certainly appreciated them rising to the occasion.

Makarov's attention was divided between offense and defense, not just defending them but Magnolia as well. Their enemies proved that they weren't above attacking the town to get at them. However, Levy and Makarov had been able to help create a shield that kept them at bay.

The Solid Script mage looked around, trying to analyze the situation. Simple brute force was never going to win this. They needed to find an opening and take full advantage of it. Getting rid of the Shades required Jose's defeat, but...

Levy then saw something that made her stop in her tracks, an idea quickly forming. What if...?


In any other time, Gray might've actually enjoyed this battle. He liked a challenge but they weren't geting anywhere. Phantom already had a good advantage on them, he needed to finish this up.

The creation wizard stiffened as his shield began to melt with Juvia's next move, so she had control over the water's temperature too...?

"Water Lock!''

The next thing Gray knew, he was trapped in a sphere of water. Gray willed his magic forth and in moments, the spell was no more.

Juvia looked dumbfounded ''He broke it...he's...he's amazing...''

Gray struck back with an ice javelin, only for it to go through her water body. Juvia knew something was up when he smirked, only then seeing that she'd fallen into his trap. The ice had expanded, trapping one of her legs before slowly beginning to freeze her. He was about to add more freezing power when Juvia suddenly turned into water, melting the ice as she rushed him, destroying the shield he tried to make then. Thinking fast, Gray froze all the water around him. It worked but then...he felt something oddly soft, which was when he saw his hand on Juvia's breast.

Yelping, he jumped back ''Sorry, sorry! I didn't mean-really sorry!''

Juvia was blushing ''You really are kind...we don't have to fight.'' He looked confused ''If you'd just hand over Lucy Heartfilia, Juvia will convince Master to leave...''

"Forget it.'' Gray doubted that Jose would listen even if he did get Lucy in the first place. ''Fairy Tail never gives up one of their own. You said Phantom accepted you when no one did? Well, Lucy's not all that far off.'' Juvia's eyes widened. ''No one's ever called her a friend until she came to the guild. She's been so alone in that house for years that she felt she had no choice but to run away and now you're expecting us to take the freedom she worked so hard to get? Not a chance. I don't know how you guys do things but at the end of the day we stand by our friends.''

"Ah...'' Juvia's expression turned wistful. ''...Juvia's actually jealous...but Juvia sees that she was wasting her time...well then, it's time to end this.''

"What a coincidence, I was thinking the same thing.'' Gray's hands shone menacingly.

Juvia turned into water once more, steam appearing around her as she charged ''Sierra!''

Gray held back a cry as the water hit him, much hotter than earlier. Juvia was relentless, striking fast but he wasn't about to fall now. ''Ice Make...'' Blue light surrounded the two before a wide spread icy wave hit the mark. ''...Geyser.''

Juvia was trapped in the new icy formation, her eyes wide. Gray had even frozen the rain!

The geyser was dangerously close to the edge of their battlefield, thus Juvia began to fall. Resigned, she closed her eyes. She failed her guild, even after Phantom gave her a place to belong...

"Perhaps this is a fitting fate for...the rain woman...'' She murmured.

But then, her fall was stopped as Gray took hold of her hand. Juvia looked up, stunned as he called ''Hey, you all right? I've got you!''

The girl was speechless as he pulled her up ''Why...?''

"What're you on about? I couldn't just let you die.'' He looked back as the sun's rays shone through the clouds. ''Oh, the rain's finally stopped...''

"That's...the sun...'' Juvia was in awe. ''...Juvia has never seen it because of the rain...'' Gray looked startled. ''...it's beautiful.''

He assumed that the rain was actually a trick she used to power herself up but...what if it was out of her hands? It wouldn't be the first time he'd seen magic so strong that it overwhelmed the user...

Gray smiled as he saw another of the Abyss Break's circles fade ''Well, look like my job here is done.''

"You're...going...?''

"Yup, can't stay down now.'' He began walking, only to pause when Juvia called for him to wait. ''Hm?''

"Th-thank you...this...means so much to Juvia.'' She blushed heavily. ''Juvia lo-lo...''

Gray raised an eye ''Lo...?''

Juvia let out a mortified squeak ''I-i-it's nothing! Please, forget it...!'' She hurried away before he could react.

Thoroughly confused, Gray let out a breath ''Well, either way, guess that's settled.''

Juvia peeked out from behind a wall, smiling. Gray Fullbuster, huh? Well, she didn't mind losing if it was to him. With apologies to her comrades, if Fairy Tail was anything like he said...Juvia hoped they would win.


Taurus cleaved a Soldat in half, smirking as a few others turned to him before hurrying away.

All according to plan.

Lucy jumped away from another attack, hurrying ahead. Lisanna was cloaked in light as she assumed another Take Over, transforming into a six tailed fox that had soft orange and gold. Raising a paw, she raised a wave of bluish silver flames that surrounded a number of the Soldats before they were surrounded by a number of Fairy Tail members poised to strike. This left them confused as the attacks began, allowing Taurus to strike.

Her Kitsune form may not be the best for direct battle but its illusions were excellent. The girl allowed herself a grin as one of the Soldats destroyed a duplicate of her own self, burning it with a fire ball. Likewise, the others were alternating between destroying the Soldats and luring them in.

Makarov stepped up ''Three Pillar Gods!''

Three huge pillars rose, generating a wide field of power that trapped all the Soldats in place. Erza raised her sword, leading the charge of multi-elemental attacks that rained upon the beings. The knight mage's versatile weapons allowing her to deal maximum damage. Levy's idea had worked perfectly, the Soldats fell apart once struck by an element opposing their own and now they were easy pickings.

Makarov obliterated all the nearby Shades with his Rain of light, giving Mira the chance to fly in and destroy the source of the Soldats.

"All right!'' Lucy let out a cheer with many others. They were making good headway, Abyss Break was also very much weakened with only two Element 4 members left...


"D-did you just spit at me?!''

A laugh ''It worked, didn't it?!''

Happy and Endymion shared exasperated looks, what was Natsu even thinking?

The two fire-users were at a stand-still, predicatably. Totomaru's control halted Natsu's spells and Natsu was highly resistant to fire magic. For reasons, no one could understand, Natsu feigned an attack and simply spit at the Element 4 member.

Happy and Endymion were preoccupied fending off the Soldats which would stray in here every now and then. They were also perfectly aware that Natsu would not accept them interfering now. Although Endymion hadn't interfered for two reasons, the thought projection form limited his abilities somewhat and Natsu was holding his own. Otherwise, he was taking over, no matter how much Natsu complained later.

Totomaru held back a growl ''You little brat! Eat this!''

Natsu grinned, he was just going to give him fire? ''Gladly!''

A vortex of orange fire surrounded the teen, who quickly regretted eating it for one simple reason. ''IT STINKS!''

"Hmph, your senses really are as sharp as Gajeel's...'' Totomaru raised his sword. ''...well then...''

Before he quite knew it, Natsu was whisked away by a blue blur and a sphere of light went off right before him. His sword fell as he cried out, momentarily blinded. Endymion trapped him within a shimmering vortex that sent him flying.

Totomaru fired a multitude of flames with different properties but Endymion destroyed them with a wide spread shining wave before growing in size to ram Totomaru into a wall. Natsu took two big gulps of air, thanking Happy. Only then did he notice the ensuing fight ''Ah, hey-!''

The fire mage got up, wincing ''What the hell are you anyway?''

"Perhaps you wouldn't mind if I don't feel like answering that.''

He smirked for a moment ''Can't blame a guy for being curious.''

Endymion gave him a scrutinizing look ''You...you're not like them. Your guildmates were all too happy to take us out with whatever dirty trick they can muster, so I thought we'd have to protect Natsu from those Soldat things but they've never so much as strayed in your direction.''

Natsu and Happy were surprised, realizing that was true. Totomaru however, just shrugged ''So you noticed-yeah, that's not my thing. I don't need any cheap tricks to win my battles. The Soldats are still at an experimental stage so it's only us the Element 4 and Master who can somewhat control them, guess Master just wanted more fire power. Salamander should've just seen sense and let you fight, he might've had actually had a chance then.''

Natsu was never going to take such a comment lying down ''You're going to pay for that one, asshole!''

His fist ignited once more, Totomaru was all set to control but then he realized it. Something was wrong. Unlike before, the fire just kept growing-growing so much that his pyrokinesis simply wouldn't work. Natsu's punch plowed through his guard, the resulting explosion ripping into the wall.

"That's it! He stopped that annoying ability!'' Happy cheered.

"Well, formidable as it is, that control must have some limit...'' Endymion froze as the rubble fell away, revealing...

Happy blanched at the traps coming into full view ''Hey, I thought you were about fighting fair!''

But Totomaru appeared the most shocked out of them all ''This...this isn't-'' He shook his head. ''-but he told me...''

Natsu scowled ''Should've known not to trust anything you creeps say, eat this!'' He punched the ground and a number of fire pillars surged around Totomaru in rapid succession. Totomaru managed to stop the worst of it, however, reflecting the attack. Both were taken aback when Endymion flew in to pick the dragon slayer up ''Enough of this.'' Totomaru was trapped in a sphere of light that sent him into the air. ''Nova Burst!''

A multitude of rays hit the enemy at once before imploding, leaving to crash down hard. Natsu looked disgruntled ''Hey, what's the big idea? I had him-!''

"Natsu, if he hadn't done that, you guys could've been in serious trouble!''

Happy's interjection made him look back, seeing the area they just left. He hadn't noticed earlier but it was really damaged. If they had keept fighting a bit longer, odds were they would've fallen in the traps.

"You'll have to forgive me for valuing a friend's safety over pride.'' Endymion drawled very sarcastically.

Well, damn-there wasn't much he could say to that now was there? ''...Sorry...thanks.''

Happy glanced at the unconscious Totomaru ''...Do you think maybe he was tricked?''

Endymion had his doubts, the man's shock seemed genuine. The traps they encountered were indiscriminate and the enemies knew to stay away. The whole set up seemed impractical to the phoenix but what if there was more to it than they knew?


Hope had complete faith in Laxus' abilities but he still didn't like the idea of having his older brother facing a Wizard Saint alone. Jose was every bit as sneaky and duplicitous as Makarov said too, there was just no telling what he had up his sleeve.

The reason he'd chosen to stay was his abilities proving to be useful here, the sight spell helped him keep track of Aria when he teleported and it let Hope pick up on the distortions caused by Airspace magic. Not to mention that new power...

Hope was getting an idea of what it actually was but he wasn't sure. At any rate, Endymion had mentioned that he hadn't heard anything about Makarov yet Hope felt it was to keep working together and bring an end to this.

As he jumped back to dodge Aria's swipe, he wasn't surprised to see that the man was already gone. Another Baku spell went off, Hope was able to get the intended target-Freed, away in time but not before they were both blown back by the resulting shockwave.

"So sorrowful...'' Aria intoned. ''...all this pointless struggle when your beloved guild is about to end. How sad...''

Evergreen huffed ''Can't he ever shut up?!''

"Yeah, all the gloating's like an old record.'' Bickslow deadpanned.

"...But we can use that.'' As the two looked back at Hope, the boy cast Aegis around them. He had gotten to observe Aria well enough to come up with an idea. ''He keeps underestimating us, let's turn that back on him.''

Freed glanced at Aria warily as the mage blasted the shield. ''You have a plan?''

Aria teleported over before he could respond, the four quickly jumping away as he laughed ''Fools, you can't escape!''

Hope prepared his pistols ''Why don't you show him why the Raijinshuu is one of Fairy Tail's best teams?''

The boy cast Accel Force on himself, throwing a few swords of pure light at Aria, who dodged with ease. Undeterred, Hope fired a multitude of bullets which, bizarrely enough, didn't even go anywhere near Aria but scattered around the hall. Hope raised an arm and they shone, a few releasing many blasts that forced the surprised mage to teleport away.

Freed smirked, catching on. After all, one of the reasons they were renowned as a trio was their excellent team work honed over the years. Using runes to create wings on his back, Freed soared towards Aria, striking just as he appeared. ''Go!''

"Fairy Machine Gun: Leprechaun!''

Aria tried to teleport away from the spell but the blasts were quite widespread. Just as it looked like he might pull it off, Hope snapped his fingers and the planted bullets released a flurry of beams that spread out where Evergreen's spell didn't reach. Aria tried to cast Air space-Rei, only to be surprised when Bickslow's voice cried ''Crumble!''

The next thing he knew, the area before him exploded, blowing him to the ground. Pulling himself up, Aria tore away his now tattered blindfold, prepared to unleash more of his power.

Little did he realize it was too late.

A figure dove through the smoke, Freed-clad in his grey and black demonic-like Absolute Shadow form. Aria's counterattack was halted when he heard hurried footsteps which brought this attention to Hope, charging from the opposite side. His blades shone as he amplified his speed once more, striking in tandem with Freed before blasting Aria into a wall with a pair of lasers.

Gasping, Aria didn't even see the blood flowing down his chest as he collapsed ''How...can this...so...sorrowful...''

"Aw, yeah-now that's more like it!'' Bickslow crowed.

Evergreen rolled her eyes as his puppets cheered in agreement, unable to keep the satisfied smile off her face. Freed half-smiled ''Well done indeed, Hope. That was quite the turnaround.''

The boy looked sheepish ''It actually worked better than I expected...I was making most of that up as I went along...''

"One of those days, we're going to get you to take a compliment.'' Bickslow ruffled his hair.

"Now that's a goal I can get behind.'' Evergreen's expression turned serious as she looked at the path Laxus took. ''First things first...''


"Fools! Did you think that was it?''

Everyone started at Jose's voice just as a beam from the Giant Mage hit the broken pieces of the Soldats. The remaining Shades converged around it and a blinding flash forced those nearby to look away.

When the light faded, a large shadow loomed over them, revealing a towering golem resembling the Giant Mage. It had a body comprising what appeared to be a fusion of the Soldats and etheral purple arms reminiscient of the Shades.

"What the hell?!''

The new construct lashed out, its arms suddenly elongating like whips. Those unfortunate enough to be caught out stumbled, weakened and dizzy. Elfman hurried to help them away ''It's like those freaks all over again!''

Makarov growled ''I don't know how but Jose combined their abilities. I can feel power just like both the Shades and Soldats...''

Jet recoiled ''Seriously?! It was hard enough to beat the damn things seperately!''

The golem tried to stomp a few of the others but Elfman held it off by transforming both his arms, grunting under the weight. He didn't miss one of the arms targeting him then, making gather all the strength he could muster to push it. This only made it stumble a little but its counter attack was halted by Taurus, who cleaved a part of its leg off. Elfman tried to punch it but to little effect, likewise it seemed to brush off a number of attacks from their friends.

Makarov assumed his Giant form to stop the golem in its tracks, his quick punch sending it staggering. Which was when he noticed something strange...

Mira flew away from the golem's beam, blasting it with Soul Extinctor while Lisanna resorted to freezing its legs with her Alkonost form. The rapidly forming ice made the golem stumble and Erza seized the opportunity to strike with Trinity Sword.

Cana couldn't help but note Makarov's odd pause though ''Master? What's wrong?''

"That thing's magic...it's...'' Both nearly jumped at the sudden outcry up ahead, turning back to see the golem's arms lashing out again, much faster than before. Thus, it caught quite a few off guard but the nimbler fighters like Erza and the Strauss Sisters hurried to help them out of there.

Elfman threw large bits of rubble at the enemy ''Leave my friends alone!''

Levy ground her teeth ''How about this? Solid Script: Shine!''

The bright word appeared just before the golem, letting out a brilliant burst of light that weakened one of the arms. Lisanna whisked the girl away before it could retaliate, covering their retreat with an ice tornado. Erza donned her Morning Star armor, striking the golem in rapid succession before unleashing a wide spread shining wave. But then all of a sudden, the arm seemed to implode, blowing Erza back. Mira quickly flew to grab her ''You okay?''

She confirmed, thanking her ''That surprised me. What on earth...?''

"Its magic is unstable!'' Makarov called. ''Whatever he did to make that thing clearly isn't perfected. It won't be long before it falls apart.''

"That's good then, if we just hold it off...'' Droy was cut off by the sound of Alzack's rifle firing.

"Do you really want to take the chance, Droy? This thing keeps getting more and more erratic by the minute, there's no telling what could happen. The sooner we beat it, the better.''

The gunner was quickly proven correct as the golem's attacks increased in intensity with the damage it kept taking. One sudden strike forcing Taurus back to his world, it didn't help that most of the fighters were understandably weary at this point, leaving those more capable to defend them.

Elfman growled as another of his attacks didn't do much. Even using his strongest transformations didn't do much-this was so frustrating! What could he do? He refused to simply watch...

Makarov didn't know if Jose was simply getting desperate with his forces falling apart or he had another plan with that golem but either way, he didn't care to find out. The sooner this thing went down, the sooner he could go punish that slimeball. He continued to fend off the golem, making sure to defend his members with everything he had.

Soon they discovered another problem, the enemy reacted to large bursts of magic. When many attacked together, it spasmed, unleashing a wide spread power blast. Makarov intervened quickly, stopping it with a Maximum defense seal, even going on to damage it with a combination of fire and ice magic. The unexpected part came next.

The golem's arm suddenly shot into the ground, emerging as a multitude of thorn like blasts that knocked many back. It was a more concentrated attack of the Shades' power and a number of the targets collapsed.

Elfman had been trying to help the others when it happened again, caught unaware.

However, someone else was.

The next thing he registered was something grabbing him before being pushed back, seeing the familiar flash of white and blue. His blood ran cold "Lisanna!"

She collapsed, her take over fading as she passed out. He quickly gathered her in his arms and took off, cursing himself and apologizing to her.

What was he doing? He was a Man! He'd sworn to protect his sisters, to be there for his friends and to fight for Fairy Tail. But now...look at him...this was just like the Beast mission. He screwed up and the others went through so much to bail him out...just like now, he was too slow. Lisanna shouldn't have had to save him.

He'd admired his little sister's drive, she'd truly grown in leaps and bounds over the years. But he couldn't say the same for himself...he knew despite his blustering, deep down he was weak. His friends would argue but it was simply how he felt, even today, he was afraid of his own strength. How could he move forward if he couldn't face himself? He was doing it even now-it wasn't as if he was completely unable to access the full power of his magic. No, the only thing holding him back was fear.

His sisters, his friends...they all trusted him. Not once did that ever change and he couldn't express how much that meant in words. Elfman wondered if Hope felt like this, all this fear of the past weighing on him. He couldn't imagine how hard that must've been, coming clean when it must have been so scary. When he'd been so worried about the consequences, when he'd had very little reason to confide in others after all he endured. And yet he'd faced this head on after choosing to reveal the truth...because he wanted to have faith...

"...There's a lot of things in life that can be scary.'' The boy had said. ''No one would know this problem like you so you're right-we can't understand. We can't give you confidence you don't have. That day was horrible for all of us but you have to remember that everything worked out in the end-we were all fine. What're you going to do if a time comes where you have no choice but to face that fear?'' Elfman froze. ''Just try to consider that, please. Even if things seem impossible, even if they scare you to the core...that doesn't mean you should let that stop you. It can be hard-I'm still reminding myself to keep trying... but I also know it's worthwhile. Sometimes, believing...a leap of faith can make all the difference.''

Here was everyone, fighting with all they had to help Lucy, to protect Fairy Tail and what does he do? Simply try to plow through everything like always...he could do better, no. He had to! He couldn't just watch everyone getting hurt-he couldn't just leave his sisters like this! He refused to simply stay down after what Lisanna just did. If he couldn't do it now, when?!

Placing his sister close to the guild hall, Elfman gathered up all his courage ''I am a Man! I will fight for Fairy Tail and...'' Magic gathered around him "...it's about time I take a leap of faith too!''

Light cloaked him as he activated the power he hadn't touched in three years. One of the most crucial to him as a Take-over mage and yet it was one that had given him the most trouble. The full power of Beast Soul.

The others fighters looked at him in surprise and growing wonder. Of all the times for Elfman to pull this off, they never would've thought...

Mira didn't take her gaze off her brother ''Elfman...''

The newly transformed let out a loud bellow, the golem freezing as the sound seemed to strike it from every angle. Elfman leaped, reaching it in one leap, his fist sending it crashing.

Levy was tense ''You think...?''

"Come on...'' Cana muttered.

Elfman looked back at them with a grin ''Sorry for the scare, guys.'' Relief settled as they realized that yes, he had done it. He was in control. ''I've been raring to do this for so long. It was now or never, you know?''

"Give us a heart attack, why don't you?!'' Macao called, to which he just laughed.

Makarov chuckled ''Atta' boy, knew you had it in you.''

Mira flew over, smirking ''Well, it really is about time.'' Her expression softened. ''Way to go.''

Elfman's grin widened at the sheer pride in her tone ''Whaddya say we send that pile of rubble back to the scrapheap, Nee-chan?''

"You read my mind.'' The two were off at once, the golem pushed back from their strikes. Mira warded off another of its lasers with one of her own and Elfman charged right in, nearly punching a hole in its shoulder. The two unleashed a blistering onslaught of attacks that left a multitude of cracks in the golem.

"That's what Elfman's like in a full take over?''

"Whoa...'' The fighters could only stare in amazement. Elfman hadn't just grown stronger, but he was far more confident and imposing. Truly akin to a mighty beast not to be trifled with.

"Eat this!'' His next punch destroyed the golem's eye, Makarov raised an arm ''Majestic Blast!''

A great shining beam enveloped the golem a second later, striking once, twice and more in succession. Elfman punched with all the strength he could muster, blowing the crumbling golem to bits.

Cheers arose at the fall of their last adversary. The battle had truly turned around, Phantom's reinforcecments were taken down, the Element 4 were defeated and now their foot soldiers were no more. The odds had been truly against Fairy Tail but they had overcome them.

"You did it, Elfman!" Levy beamed.

"Now look who's being a real Man!'' Cana grinned.

"Yeah, Elfman that was great!'' Lucy enthused, the bashful teen rubbing the back of his neck in embarrasment.

"Master!'' Elfman turned as the man approached.

"Congratulations, Elfman. We never lost faith in you.'' He assured warmly, the former beaming back. ''You kids were incredible, all of you. You should be proud to hold the name of Fairy Tail. But this can wait...'' His eyes narrowed as he looked at the Giant Mage. ''...it's high time we finish this.''


Well, let's stop here.

I really didn't want to let this take so long but I just totally lost my drive for a while. Writing this chapter was hard but I didn't want to leave things hanging so I did my best. I could only focus on my book for a while there but now I finished it! And that feels awesome!

I figured I'd try to have my own fun here. Lisanna's animal soul gave me some fun ideas so here's the kitsune form, for future reference its specialities are illusions and to a lesser extent fire magic. I wanted to make her transformations a bit variable, you know like how the Zoans from One Piece have the hybrid and their full forms?

Juvia's one of my favorite characters and the battle was good but I want to try this way. So yeah, she definitely has that crush, it's just a bit more toned down and I'm getting back to that later. I'm going to explain more about this next chapter but Totomaru just thought Jose wouldn't put him at risk considering how much the Element 4 did for him, he's just going to find out that the only person Jose prioritizes is himself. Overall, this wasn't my best work but how long it's been since I worked on this, I feel it's okay.

Anywho, the next chapter shows what was happening in the Giant Mage around the same time as the last battle, it's just Gajeel and Jose himself now.

Welp, thanks for reading and I hope you enjoyed it. Till next time!