"Water Slicer!" Juvia exclaimed a she swiped her arm in front of her, sending multiple blades of water towards Brachio.

"Not this time!" Brachio exclaimed as he dove into the water, avoiding the Water Slicer before it could even touch him.

"He's goin' under!" Gajeel shouted.

"Here, Gajeel-kun!" Juvia created a large sphere of water around her and Gajeel's head, filled with enough oxygen to sustain them for the duration of the battle. "We should be able to be on even terms with Brachio with this!"

"Giehe, not bad, Juvia. Let's get him!" With a grin, Gajeel then dove down into the water, where Brachio awaited them. "Fighting underwater ain't really my thing, but I'll give it a shot!" Gajeel then puffed his cheeks out, throwing his head forward almost immediately. "Roar of the Iron Dragon!" He opened his mouth, unleashing a funnel of iron shards towards Brachio.

"Ha!" Brachio let out a mocking laugh before swimming swiftly to the side, batting the roar off to the side with his tail. "Now it's my turn!" Brachio swiped his tail once again, creating a blue magic seal before him. "Aquatic Mines!" From the magic seal, multiple piranha-shaped bombs flew out, racing towards Gajeel and Juvia.

"What the…!?" Gajeel let out a grunt of annoyance as his roar was deflected, but now his eyes widened at the piranhas racing towards him and Juvia. "What is this?!"

"He didn't have this last time…" Juvia mumbled before whipping her arm back, allowing it to take a watery state as it extended. "Water Cane!" Juvia yelled, wiping her arm forward to slash the incoming aquatic bombs. She took out a few, causing a few explosions that blocked her line of sight. "Ngh!"

"Iron Dragon's Sword!" Gajeel called out, his arm morphing into a rotating chainsaw-like blade. He cleaved a few bombs in half, resulting in explosions that clouded his vision. "Dammit…!" He grunted, now looking around to make sure he wouldn't be flanked.

"Over here!" Brachio exclaimed while appearing behind Gajeel, slamming headfirst into the Iron Dragon. Gajeel let out a grunt of pain while being forced down to the bottom, eventually being smacked away in a follow up attack by Brachio's tail. "Thunder Breath!" He then turned to Juvia, opening his mouth and unleashed a powerful bolt of thunder towards the water mage.

"Gajeel-kun!?" Juvia could hear the grunt of Gajeel as the smoke cleared, but she had no time to react as the Thunder Breath stuck her directly, a strangled cry of pain escaping her mouth. After the attack was over, Juvia fell limp for a moment, trying to get her bearing straight after the super effective attack. "Uh…"

"Second verse, same as the first!" Brachio shouted while opening his mouth wide, swimming towards the dazed Juvia with his magic nullifying fangs at the ready. When he got close, he brought his jaws down, aiming to crunch down on the rain woman.

"I don't think so!" Gajeel exclaimed suddenly, appearing from Brachio's left with his iron scales covering his body. "Iron Dragon's Pole!" Gajeel punched his arm forward, morphing it into an iron pole that raced forward, striking Brachio's side. This caused him to shift to the right just as he clamped his teeth down, missing Juvia by a hair. "Juvia, snap out of it!"

"Huh?" Juvia shook her head, eyes widening once she realized just how close the sea beast was. Water surrounded her fist, and she threw a quick uppercut to Brachio's chin, causing the beast to spiral around for a bit before recovering. Juvia quickly same over to Gajeel's side, panting lightly. "He's stronger than before…" Juvia admitted.

"Doesn't matter,' Gajeel said with a confident grin. "With the two of use we'll beat him twice as fast, now follow me!" With his arm changing into his Iron Dragon's Sword once again, he swam quickly towards Brachio, following up his pursuit with a relentless flurry of slashes. However, the beast was nimble within the water, evading each and every slice aimed for him no matter how fast. "Tch!" Gajeel grunted in annoyance before bringing the sword down towards Brachio's head, where the beast merely just caught the rotating blade within its mouth, stopping all momentum. "…!"

"What's the matter?" Brachio asked while increasing his bite on Gajeel's sword, causing the iron to crack. The Magic nullification fangs and Brachio's own strength were making quick work of Gajeel's pride and joy in the form of his iron. "Iron ain't strong enough to handle the depths of the ocean!?"

"Grrr…" Gajeel grunted as he tried to pull his arm away from Brachio. Seeing that he didn't have much room, he puffed his cheeks out and let out a small Iron Dragon's Roar, just enough so Brachio would back off, but the effort was in vain as Brachio's grip only increased. "Dammit…!"

"Release him!" Juvia demanded while throwing her hands forward, a whirling torrent of water surrounding her palms. "Water Cyclone!" After calling this attack out, a large cyclone of water unleashed itself from Juvia's palms and raced towards Brachio's side.

"Tch…" Brachio let out an annoyed sigh before doing just as Juvia asked. He released Gajeel just in the nick of time for him, as the Water Cyclone nearly struck him directly. His attention turned to Juvia, but that was a fatal mistake as Gajeel directed his Iron Dragon's Sword right to Brachio's back, landing a direct hit on the beast which forced him down. "GWAH!"

"Damn, this thing is annoying!" Gajeel let out a pained groaned while morphing his arm back to normal, immediately noticing the almost broken iron on his end.

"These bubbles will be running out of oxygen soon…Juvia needs to replenish them." Juvia stated while making her way over to Gajeel, aiming to add more oxygen to the bubble around him, but she was rudely interrupted by exploding aquatic bombs, blowing her and Gajeel away from each other. "Yah!"

"Damn!" Gajeel exclaimed while crossing his arms to defend himself against the explosions. "Ya just won't quit, will you!?"

"I'm just done warming up!" Brachio shouted with a grin, now lunging towards the two mages once again.

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.

Aira sprinted towards Hollow with her arms in an X formation. She waited for just the right moment before her speed increased tenfold, aiming to slash Hollow. "Great Cross Slash!" the instant she swung her arms down at the magical being, he moved. It all went in slow motion. Her head followed Hollow's movements, but her body was unable to react in time to counter Hollow's next attack.

"Thunder Bazooka!" A large bazooka appeared on Hollow's chest, unleashing a powerful burst of lightning magic point blank at the wind mage. An explosion of electricity taking place as Aira soared into the air.

"Aira…!" Luke exclaimed.

"I'm okay!" Aira replied with a reassuring tone, flipping a few times in the air. She was able to react quickly enough to avoid the brunt of the attack and she was now using the momentum the explosion gave her to her advantage. "Gale Force Winds!" She said as she clapped her hands together, a green magic seal appearing before her which unleased a powerful tornado that rached towards Hollow.

"You're not getting away again!" Lucy exclaimed just as Virgo managed to chain down Hollow yet again.

"I'm sorry I let you believe that this tactic had a chance before…" Hollow said before allowing electricity to release from his body, the shock travelling all the way back to Virgo; the maid let out a cry of pain, but before she could do anything else Hollow threw her into the Gale Force Wind, which heavily damaged the maid.

"VIGRO!" Lucy cried out as Virgo hit the ground, heavily injured.

"I apologize, Princess…" Virgo stated before fading back into the Spirit World.

"I'm so sorry…!" Aira cried out as she landed on the ground.

"She'll be fine!" Selene exclaimed to Aira while rushing at Hollow once again, her arm morphing into a diamond blade similar to Gajeel's Iron Dragon's Sword. "Just focus on him!" As Selene said this, she put all her weight into a downward swing to cleave Hollow in half. She actually landed this hit, cutting Hollow right down the middle into two pieces. "I got him!" Short lived victory, as Hollow merely constructed himself with Selene's blade at the bottom of his rove, stuck there. "W-What?!"

"Not so fast!" Luke yelled as he slammed a fiery fist into Hollow's face, causing the being to stumble back slightly. "Whew, that was close! How are we going to fight something that doesn't die!?"

"Everything has a weakness…" Lucy replied while clenching her fist. "It doesn't matter if he's an upgraded version or not, there has to be something for us to be able to defeat him with!"

"You won't be finding any weaknesses with me, my dear mages," Hollow replied as his arms crossed behind his back. "Part of an upgrade is realizing where the weaknesses were and removing them. This is one reason why we are superior to you as of now. Your weakness lies in your strength; the power of friendship is a terrible crutch to rely on, and I am here today to destroy that in which you believe so firmly in."

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.

"GWAH!" Gajeel and Juvia shouted as a row of explosions threw them into the same wall. "Dammit, nothing we do is working!" Gajeel let out a groan of frustration. By this point, his iron scales were cracked and were extremely close to breaking. He couldn't believe it, but he had to keep Juvia's morale up and pretend that it wasn't getting to him.

"There must be something…!" Juvia grunted while holding her side. She took a hard hit earlier in the form of being crunched by Brachio's fangs.

"Get a load of this!" Brachio said while whipping his tail around, unleashing a whirlpool and caused the two mages to spiral around helplessly, being torn apart by the crushing force of the water. After the attack, Gajeel and Juvia floated almost helplessly in the water yards apart. "There! Now, it's time for the finishing blow!" Brachio took aim towards Juvia, lightning forming in his mouth as he prepared to finish the water mage off. "Thunder Breath!" Brachio unleashed the breath of thunder towards Juvia with the intent of finishing her off…but the under suddenly redirected to the side, causing Brachio's head to turn. "What!?"

Gajeel used is Iron Dragon's Pole as a lightning rod, using his iron scales to store the electricity within his body, though it was the painful task, he had an idea in mind. "Gah…I knew this was gonna hurt but damn. Juvia…! Let's finish this in one shot…!"

"R-Right…!" Juvia nodded, extending her palms towards the awe-struck Brachio once again. "This will finish it! Wings of Love!" Juvia unleashed a massive torrent of water aimed towards Brachio. He was unable to move in time so he was caught up in the attack completely, letting out a gurgled scream of pain as he was swept away. Juvia's attack was done, but Brachio's troubles weren't.

"Now…!" Gajeel focused all the lightning he stored in his body into his Iron Dragon's Sword, the blade sparking dangerously with electricity. "Iron Dragon's Lightning Edge!" Gajeel brought the sword down right on Brachio's back, the combined force of Gajeel's power and the lightning enough for the finishing blow. Brachio flew down into the depths of the pool with X's in his eyes, signifying victory. "Gieheh…!"

"We did it!" Juvia exclaimed with a large grin. "Juvia and Gajeel-kun make a great team!"

"Heh…" Gajeel let out a heavy sigh after. "You can say that again…" And before the two could really celebrate, lightning began to surge throughout the entire pool, shocking the duo immensely, cries of pain escaping their lips.

"You didn't think I was finished, did you!?" Brachio exclaimed, though heavily damaged, he was still kicking quite fiercely.

"S-Shit…!" Gajeel cursed, his body unable to move now. He floated helplessly in the water along with Juvia.

"Looks like your iron couldn't hold off against me, Black Steel. That name is so unfitting for you now, don't you think?" Brachio taunted the helpless iron dragon and water mage. "I think I'm going to enjoy taking my time finishing you off. Maybe I'll let you drown!? HAHA!"

"G-Gray-sama…" Juvia whimpered in pain. "J-Juvia is…sorry…"

"Gah…It can't be over like this…" Gajeel thought to himself while glancing at his body. He wasn't going to last much longer in his state; his iron scales were practically destroyed now, floating in the midst of the water.

(Flash back)

It was just before the group left. Gajeel was falling behind because Levy was giving him a hard time. "Shrimp, whaddya want?" Gajeel asked while crossing his arms. "I gotta go, otherwise I'll fall behind."

"Just hear me out for a second…!" Levy pleased, looking Gajeel directly in the eyes. "You're going right into dangerous enemy territory…who knows what could happen to you?"

"I'll be fine…" Gajeel said with a tone of annoyance. Was she really bugging him about this? "Listen, I'll be back so don't go worrying about me!" He almost demanded that of her, but the stubborn script mage wasn't letting him go without a fight.

"Wait!" Levy pleaded. "I want you to promise me that you'll come back okay. Everyone else has already made this promise!"

"What…?" Gajeel raised a brow, letting out a heavy sigh after. "You gotta be joking me. I don't make promises…"

"Please?" Levy asked once again.

"….." Gajeel let out a defeated sigh, looking away. "I'm not good with promises, but fine, whatever. I promise ya I'll be back safely."

"That's all I ask…I'll never forgive you if you break that promise!"

(End flashback)

"Sorry shrimp, but I did tell ya I couldn't keep promises…" Gajeel thought to himself as his eyes began to close.

"Wait, what the hell am I saying…!? Giving up!?" Suddenly, Gajeel's eyes flashed wide open, a sliver magic seal appearing on his body.

"Adios, Black Steel!" Brachio exclaimed while chomping his fangs down on Gajeel. Everything froze in that instant. Brachio's eyes widened as he flew back, his fangs shattered. "W-WHAT!? WHAT THE HELL DID I JUST BITE?!"

"Gajeel…kun…?" Juvia blinked as she witnessed what was happening.

"You can break my body…you can even break my iron scales…" Gajeel started as his body came into view. "But there are two things you will never be able to break. My soul made of iron…and my steel resolve." And there it was. Gajeel's body was no longer coated in iron, but silver steel. The Steel Dragon.

"His iron became steel…!?" Juvia could help but grin widely at this fact.

"T-That's impossible…" Brachio's mouth hung open as he tried to back away from Gajeel.

"How about I show you…" Gajeel's cheeks began to puff up and he began to inhale the darkness within the water, the areas where the light would never reach. Shadows began to swirl around his mouth along with his newly forged steel. "The true meaning of Black Steel." Gajeel then threw his head forward, unleashing a Roar of the Steel Shadow dragon towards Brachio, the mixture of darkness and steel slamming right into the beast, causing him to spiral around until he hit the bottom of the pool. "Juvia!"

"Right!" Juvia nodded, the water of the pool beginning to spiral around her legs.

"Ugh…" Brachio shook his head, soon realizing that he was unable to move; he was beached. "WHAT?!" Brachio looked around before looking forward, eyes incredibly wide before him.

Gajeel raised a Steel Dragon's sword high above his head. Around this sword was all the water Juvia could muster up, spinning around the blade in a large cyclone-like fashion with Juvia at the top. "Steel Dragon's Tsunami Blade!" Gajeel then brought the blade down on Brachio once last time, the point of impact so powerful it caused a watery explosion that shook most of the lab.

.

.

"W-Whoa…!?" Cynthia teetered a bit from the shaking, her motion sickness acting up a as a result. "W-What is that?!"

"I-I don't know..!" Wendy replied.

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.

"…" The shadowy figure merely watched from afar, silently impressed with the combined powers of Juvia and Gajeel.

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.

Gajeel and Juvia stood side by side now, both panting heavily from the amount of damage they took and the magic consumption. The water in the pool drained away after Brachio's defeat. "Whew…" Gajeel heaved as the steel around his body faded, now standing in a regular state. "That was rough…"

"Juvia agrees…" Juvia nodded, taking a seat on the floor to regain her breath. "But we did it…"

"Let's take a breather for a few before getting back into business, eh…?" Gajeel said as he picked up a piece of the floor, beginning to chew on it since it was iron.

"Right…" Juvia agreed. Though, their breather was short lived as the ceiling above them began to lower, and the water level began to rapidly rise once again. "Huh!?"

"You two fought valiantly, but I'm afraid to inform you that Brachio's purpose wasn't as large as you thought it was," The shadowy figure said from the exit of the room.

"You…!" Gajeel's eyes narrowed at the familiar voice. "Hyde!"

"Heh, do not worry, you two actors preformed your roles quite well, but now it is time for you to exit stage left." The male lifted up his top hat, only revealing one eye that shimmered brightly. After that, he vanished within an instant.

"Get back here!" Juvia exclaimed, only to realize the shrinking room was more of a concern that the male who left.

"Gah, it's one thing after another I swear…!" Gajeel groaned.

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Hollow: "A power that rises from the will to protect those around and closest to you. I've never understood how such a power works but I'm going to crush it out of all you."

Lucy: "You'll do no such thing!"

Natsu: "I don't know what your deals are but we're going to kick your asses once and for all!"

Yeti Blizzard: "I'd like to see you try! Come on, I'll stomp you and your "friendship" flat!"

Next time: Hollowed Emotion!