"GAAAAH!" Hikaru cried out as a Dark Rondo struck her right in the chest. With her icy scales, she was able to protect her body from a piercing impact, but that didn't stop the blow from knocking her down. She winced, looking towards Midnight with a scowl. "My magic...it's not touching him at all..."

"Spiral Pain." Midnight swiped his hand to the side, creating an invisible twister of his reflector magic around Hikaru. Her senses tnigled and she quickly leapt forward out of the attack, spinning around to swing her leg at Midnight's cheek. Her leg was coated in ice, but at the last second, it dispersed and she landed her attack, fooling his reflector magic. She then followed up with a second kick, right at Midnight's stomach, slamming him into a wall. "Gotcha! Don't underestimate an S class of Black Phoenix.

Midnight recovered from the surprisingly powerful blow. Hikaru was strong, however..." Is that so...?" He said while tiltling his head. "This whole ordeal has disturbed my nap, but I would be lying if I said it wasn't an event worth waking for..." And then...he fired another Dark Rondo, however, just before impact...it twisted and Hikaru fell for it. She meant to dodge by leaping to the side, but Midnight predicted this and it struck her directly, sending her right into a wall...

"Gh…" Natsu groaned pushing some rubble off of him. He rubbed his head, grumbling to himself as he looked around the halls of the Council building. "Bastards…" I wonder where everyone is…?" The salamander stood up, rotating his shoulders. "Damn…I don't see anyone…looks like we all got separated…" Suddenly, Natsu's senses tingled before screaming; with quick reflexes, he jumped to the side, just narrowly avoiding a Dark Rondo aimed at his back. Natsu turned while sliding back, facing the one of the only two people capable of such a move: Midnight. "You again?"

"That was a warning shot…" Midnight replied while keeping his fingers pointed at Natsu. "Next time, I won't miss. Just ask her." Midnight gestured to the end of the corridor. He could see an injured Hikaru, sprawled out against a wall in defeat, by the hands of Midnight himself.

Natsu scowled towards Midnight, lighting his body in his signature flames whilst staring him down. He'd just take Midnight down for Hikaru as well. "I don't have time to deal with you, so get out of my way, or get run over again! Your choice."

"My choice…?" Midnight "pondered" the thought for a moment before raising one hand up to his face, pointing his index finger into the air. "Very well…Spiral Pain."

Natsu knew what was coming. He felt it before he actually saw it. With quick reflexes, he rolled over to the side as the air around his former location began to distort, now being cut up by invisible blades. While this attack went on, Natsu puffed his cheeks out, unleashing a quick Fire Dragon's Roar in Midnight's direction. When the roar closed in on Midnight, it only reflected off to the side of the dark mage. "Tch…!"

"Did you forget…?" Midnight asked with a small grin. "Your magic cannot touch me…"

"Then I'll just have to smash your face in with my bare hands again…" Natsu replied with a grin of his own.

.

.

"Ugh…" Luke groaned somewhat, rolling onto his back. As he rolled over, he heard a small squeak from below him, causing him to hop up. "Gah!?"

"Wah!?" Chelia flailed around, jumping back with black wing surrounding her hands. "O-Oh…" The sky god let out a sigh of relief, feeling comfortable in thinking that Luke wasn't an enemy. "It's just you…"

"You don't even know who I am, do you?" Luke questioned with a brow raised.

"Of course I…Kinda do…?" Chelia replied with a cheesy grin.

"Oh whatever…" Luke just gave up, beginning to walk off. "I'm going to figure out where the hell everyone is…"

"W-Wait up…!" Chelia hurried after Luke, arms behind her back. "Let me come with you, who knows what could happen!"

"…Fair enough…" Luke sighed, placing his hands in his pockets. "Man…why do I always get stuck with the kids…" Luke grumbled.

"Did you say something?" Chelia asked, her eyes trained on Luke.

"Nope…" Luke replied.

.

.

Adam shook his head slightly, just removing some rubble off his body. "Hmph…I wasn't expecting an attack of this scale. They must have…what do they say…"guts" to perform such a move." Adam nodded to himself, brushing off any remaining rubble off his arms.

"Adam-sama, are you okay…?!" The spirit of Skye would ask with a worried expression.

"I'm fine…" Adam nodded. "Did you manage to find the others?"

"Not quite…" Skye replied with a frown. "Everyone really got separated…I didn't know this building was so large…"

"I figured as much…" Adam replied while beginning to walk forward, his large stature cause heavy foot steps to echo throughout the empty hallway. "I thought they had guards around here…?"

"I heard that most of them were taken out beforehand…Which would explain the lack of them around here…" Skye responded.

"I see…" Adam gave a short reply while looking around. Suddenly, he came to a stop, his nose picking up a strange scent.

"You feel it too…?" Skye asked.

"I do…" Adam replied while looking around the dimly lit room. "I'm not in the mood for "Hide 'N seek" get out here." The male demanded to the seemingly open air.

A few moments of silence passed before a blob of shadows appeared on the wall. From the shadows emerged the upper half of the future dragon slayer; Future Rogue. He crossed his arms with a smirk, removing himself from the wall to plant his feet firmly onto the ground. "Well, well…you're sharper than you look…"

"…Oh, I've heard of you…" Adam scoffed at Future Rogue's appearance. "The one who nearly took over Earthland with dragons…"

"That would be correct…" Future Rogue nodded. "My plans only failed because of the destruction of the Eclipse Gate and Natsu Dragneel. But, there is no Eclipse gate to stop me this time, and I will not be making the same mistakes a second time against Dragneel."

"That so?" Adam then cracked his knuckles, a slight smirk appearing on his face. "Well, I don't think you'll get the pleasure of meeting up with Igneel's son. Because I'm hungry, and I haven't had a nice feast in a while…"

"You don't intimidate me, Frozen Dragon…" Future Rogue stated, sliding into a dance while his aura of shadows flared around his body. "I'm curious to see what a dragon can do in this human state…"

"You'll regret those words soon enough…" Adam said as a hungry grin appeared on his face now. "You'll appease my appetite…"

.

.

"Tch…got some nerve…" Laxus said while walking with his arms crossed. He felt as though he could handle anyone who happened to charge at him, because his confidence level was through the roof and higher. "Now then…I wonder what happened to the others…this place is too big for my liking…" After a few moments of walking, Laxus found that he stumbled into someone's office. He assumed it was a captain's due to how large it was. "Hm…dead end…Better turn around…" As Laxus went to do so, something caught his attention. The purple mist floating around in the air. "Oh…?" Laxus then turned back around, spotting the source of the purple, poisonous mist: Cobra. "The snake slithered out of his hiding hole, did he?"

Cobra merely grinned towards the opposing dragon slayer. "I heard you coming…I had to grab your attention somehow, Laxus."

"That so?" Laxus tilted his head; a smug smirk soon appearing on his lips as lightning began to surge around his body. "How thoughtful of ya. Saves me the trouble of looking for you. I bet you can "hear" this fist coming to your face?"

"Cute…" Cobra replied as the purple mist spewing from his hands intensified, creating a somewhat thick layer of poisonous smoke that filled the room, causing Laxus to cough a little bit. "I'm going to enjoy this…"

.

.

"Ngh…" Cynthia struggled to free herself form Sora's Shadow Bind, looking over at the pinkette with heartbroken eyes. "Why…why are you doing this…?"

"What's wrong, Cynthia-chan?" Sora asked while taking a few steps closer with a sadistic, yet childish grin. "You liked playing with Sora before~?"

"W-with the dolls and the dresses…!" Cynthia replied, squirming as best she could. "This isn't playing…!"

"Oh, come on, Cynthia-chan…" Sora would continue, pulling out a knife from her dress pocket, her grin widening. "Why don't we play another game…~?"

"Does the game have to include the knife…?" Cynthia asked hopefully.

"It'll be fun…" Sora grinned wider as she approached…but she suddenly stopped once catching Cynthia's gaze. She was so close to poking a hole in the omega dragon with the knife, but now she hesitated. "W-Why…?" She tried to force herself now, but for some reason it wasn't working. She couldn't bring up her hand. She felt a connection with Cynthia, even though they hadn't known each other for very long. "Why!?" She dropped the knife, now gripping Cynthia by the dress. "Why can't Sora hurt you…!? What did you do to me!?"

"I-I…" Cynthia stammered, tripping over the words that failed to escape her mouth. "I…I don't know…" She then realized that if now was the time to make a move, it was now. Cynthia's flames lit up around her body, beginning to burn away at Sora's Shadow, causing the pinkette to cringe.

"Ngh…" Sora grunted, holding her chest while taking a few steps back from Cynthia.

After a few more seconds, Cynthia finally managed to slip out of the grasp the shadow had on her panting heavily. She stared at Sora, but no words were exchanged between the two. "I have to find the others…" Cynthia then ran off, leaving Sora to deal with her thoughts.

.

.

"We really…need to stop meeting like this…" Lucy said while rolling off of Yukino. "Seriously, it's just us again…?"

"Happens a lot, don't you think…?" Yukino said while moving up.

"Not that I don't mind tagging along with you, but too often…" Lucy replied while rubbing the back of her head. "Where are we, anyway…?"

"Probably in the lower areas of the Council building…" Yukino responded while walking forward, Lucy following right beside her. "I'm worried about the civilians…they were all caught up in the attack, and I don't know what Tartaros may have planned for them…"

"Are you suggesting we look for them…? I'm kinda worried about the innocents too…" Lucy replied.

"Mhm…" Yukino gave a simple nod. After a few moments, the two females came across a masked female. "Look, there's someone…!"

"Hey…!" Lucy called out to the masked female, catching their attention with ease.

"W-Who are you!?" The female asked with obvious fear in her voice, taking a step back away from the two.

"N-No! We're here to help!" Lucy put her arms up, waving her hands defensively. "Don't worry, we won't hurt you…"

"…" The female remained silent, taking a careful step forward. "How can I trust that?" She took another step forward, only to twist her ankle because of her heels and fell onto her side. "oof!"

"Oh!" Yukino ran over to the downed female, extending a hand to help her up. "Are you okay…?"

"Don't touch me!" The female exclaimed, slapping Yukino's hand away from her. This, however, caused Yukino's hand to hit the mask instead, sending it flying off. The eyes of both celestial spirit mages widened immensely when they saw the identity of the woman beneathe the mask: Angel.

"N-No way…" Yukino took a step back, almost mortified at what she was seeing.

"That's Angel…!" Lucy gasped, pulling Yukino away just a tad.

Angel raised a brow, bringing herself up to her feet and dusted her dress off. "What are you two giving me that strange look for? Have we met before?"

"W-What…?" Lucy was taken aback considerably. "What do you mean have we met before…? You…!"

"She doesn't remember anything…?" Yukino said aloud. "But…" It then hit her. The incident months back with the angels.

(Flash back)

"The cannon's about to go off!" Skye shouted while her eyes went wide from shock.

"Angel?! Why are you doing this?!" Lucy asked.

"Because, humans are nothing but trash...I hate humanity, and I want nothing to do with it..." Angel replied as she carelessly tossed Happy down to the ground, but Carla managed to catch the exceed before he fell too far. "This...this was a once in a lifetime chance. A chance to change you disgusting creatures known as humans, and a chance for a new angel, myself, to fly into the sky where she belongs...~"

"This woman's crazy..." Shadowlore grunted.

"Everyone, evacuate the city!" Lahar exclaimed. "We have to get to safety!"

"There is no escape from this cannon...but you can try..." Angel snickered as she crossed her legs, now just waiting for the inevitable.

Angel continued to twist the key in the cannon, now growing desperate for it to work. She was so close to her prayer finally being fulfilled, why did this have to happen now of all times! After a few futile attempts, Angel crossed her arms and practically screamed in frustration for everyone above and below to hear. "Piece of shit!"

Natsu immediately stopped once the cannon malfunctioned to the point it wasn't working, a large smirk now drawn on his face as lightning and flames covered his body. "You haven't won yet..."

"Angel! Give that key the hardest twist you can!" Sirus commanded.

At this point, Angel was willing to try just about anything. She did as she was instructed, twisting the key in a direction as hard as she could. At first, nothing happened, a few seconds later, the sparks started to dance violently around the cannon once more, and finally, the cannon began to start up again, this time gathering raw magic. "There we go!"

"We're moving again...!" Luke shouted as he began to make a break for it.

"This isn't good..." Lisanna gulped. "W-What do we do!"

The cannon was about to fire for real this time...but instead it began to explode from the amount if energy it was about to release. Angel was the closest one to the exploding cannon, so it was no surprise that she was the one who panicked the most. "W-What's happening...?!"

"Too much energy strained the core..." Zalen said while adjusting his glasses. "With the cannon in that state, it wasn't able to fire off a shot of its caliber...and thanks to that, you've just overloaded your cannon."

"It's gonna blow!" Cynthia shouted.

Yukino froze once again; this was something she needed to know. As the cannon began to spark violently, she called out to Angel, just to make sure. "Sorano…!" Angel was about to jump off when she heard someone call her by her real name. This annoyed her; as she looked down to see who had the nerve do so such a thing. Her gaze finally stopped on Yukino, and her eyes widened somewhat, but before she could say anything in return, the cannon lit up the sky in a brilliant explosion. What happened to Angel was unknown, but large chunks of the cannon fell off to the ground.

"W-What happened to Angel…?" Lucy asked as she looked around.

"She flew off into the sky…" Saeko replied. "But it wasn't in the way she expected…the stars tell me that…"

(End Flashback)

"We never saw her again after that…" Lucy said before taking a step forward, rather slowly. "We're not going to hurt you…"

"I'd prefer if you stayed back…" Angel said while narrowing her eyes at the two, taking a step back.

"We'll never get anywhere at this rate…" Lucy groaned, pinching the bridge of her nose.

"But we can't just leave her here…" Yukino almost shouted, which caught Lucy by surprise.

"My, my…" Heartless said while walking down the hallway, her footsteps catching the attention of the three females. "What a touching family reunion…"

"Family…?" Angel merely raised a brow. "And who are you…?"

"You again…?" Lucy groaned, glaring towards Heartless. "I'm getting really sick of you showing up all over the place…"

"Yes, we really must stop meeting like this…" Heartless nodded in agreement. "To think, the almighty Angel would be reduced to nothing but a shell of her former self…a memory-less shell, at that…"

"Have we met before…?" Angel asked, feeling annoyed for having to repeat the same questions over and over.

"Stay away from her, you demon!" Yukino growled, standing between Angel and Heartless.

"You think you can stand up to me…?" Heartless asked with a slight grin. "By all means…" She then took a few steps back. "By all means, hit me with everything you can muster. I'll take you down where you stand…Followed by the blonde standing right beside you, then your very own guild…And then your dear sister…Your misfortune will strike all of those you care about, and even more people…But don't worry, I'll make sure they know it was you who caused their ends just before they die."

"This is a trap…" Lucy told Yukino before catching the last part of Heartless' statement. "Wait…What did she just say…?" Yukino was actually rather angry…no livid; the nerve Heartless displayed and the grin she had while doing so. She brought her hand down to pull out a certain key; she wanted to end this quickly. Lucy saw exactly what key Yukino was pulling out, and was strongly against the decision. "Yukino, no!"

Yukino held the key out, glaring towards Heartless. She raised the key over her head, causing the room to darken considerably. "Gate of the Snake Charmer, I open thee…"

"NO!" Lucy immediately reached out to stop Yukino from summoning the spirit, but she was too late.

"Ophiuchus…" Yukino whispered, causing a dark cloud to appear around the key. Suddenly, a bell chime emitted from the sky, and there it was, the legendary 13th zodiac spirit: Ophiuchus. The large serpent was behind Yukino, its gaze staring into Heartless' own.

"W-What the hell is that…?" Angel seemed awe-struck by the serpent, taking numerous steps back until she was by Lucy's side.

"There it is…" Heartless was in awe herself; here she was, seeing the myth itself, staring right at her. If she had a heart, it would be beating erratically from excitement.

"Destroy her…" Yukino's voice was low, dark. The serpent complied, mouth opening wide while charging towards Heartless with the full intention of swallowing her whole.

"Heh…" Heartless grinned, a card with a leaf appearing between her fingers. "You humans are so easy to manipulate…I didn't even have to try." In one swift motion, she threw the card forward, watching as it attached to Ophiuchus' forehead. The snake stopped, now writhing in pain as sparks began to appear around its body. "Gotcha."

"…!" Yukino gasped. "W-What just happened?!"

"I was afraid of this…" Lucy mumbled.

"I still have no idea what the hell is going on…" Angel pointed out.

"The legendary Ophiuchus will bow down to its new master!" Heartless exclaimed as a transformation for the serpent bearer began to take place. "It shall be reborn as…Queen Ophiuca!" The large serpent's body changed drastically. The tail changed into a long segmented tail with green markings, the skin changed to purple, and there was a pink mouth guard in front of the snake's mouth. Finally, black snakes coiled around her hair.

"Ophiuchus!" Yukino screamed, but the former spirit just glared at her now, causing her to take a step back. "W-What the hell did you do to…!?"

"She is my servant now, much like Lucy's Taurus and Gemini…" Heartless smirked, turning on her heel to walk off. "As much as I would love to see Queen Ophiuca eat you alive, I'm afraid I have other matters that I must attend to first. Have fun~"

"You get back here!" Lucy shouted, beginning to run after Heartless, but the new queen of serpents wasn't having it, and got in her way. "Ngh…!"

"SOMEONE EXPLAIN WHAT IN THE HELL IS GOING ON ALREADY!?" Angel screamed in pure frustration.