Disclaimer: I do not own Fairy Tail or Fate Stay Night, any resemblance to any other Fairy Tail or Fate Stay Night fan fiction is coincidental and plagiarism is not intended. No flames please, constructive criticism only.

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After what felt like hours of blows being exchanged Gajeel and Pantherlilly were back where they started, upon the floating island holding the giant lacrima. Both man and Exceed gasped deeply to try and regain their breath. The whole Island shook causing Gajeel Happy and Pantherlilly to stumble. The lacrima took on an ominous orange colour as the floating island began to inch closer to Extalia.

"Hey, what's going on is this thing moving?" Gajeel wondered as he saw other floating islands pass by and an orange tail spark by the sides of the island.

"Yes," Pantherlilly confirmed casually "According to our militaries strategy we're going to smash the lacrima into Extalia, eliminate that kingdom and harvest unlimited magic power."

"You've gotta be kidding me, that's completely insane," Gajeel yelled while staring at Extalia which was getting closer and closer.

"But why?" Happy asked tearfully "Why would your people ever want to do something so horrible?"

"Horrible you say?" Pantherlilly asked with a derisive tone. "You don't know Extalia very well do you?"

Happy looked at him in confusion as Pantherlilly began his story.

"There is a certain terminal illness on this world, its rare among humans but in the old days it was common among Exceeds and we quickly developed a cure for it, however, humans could only make medication that held the disease at bay. Both the Edolas's Grand Architect Ambrosius Knightwalker and his daughter had the disease, due to circumstances beyond anyone's control there's a was a shortage and there was only enough medication to keep one of them going until more was made."

Pantherlilly's face grew even angrier as he paused and then continued his story.

"They heard that the Exceed had a cure, so thanks to the king they managed to somehow get a meeting with Queen Shagotte, he pleaded on his knees for them to at least share the cure with his daughter, do you what happened then? Shagotte, her face didn't even change from indifference, she didn't even reply, she waved her hand like a shooing a fly and they were dragged by the guards to the edge of the Extallia." Pantherlilly clenched his fist as tears fell from his own eyes. "At that moment, he did the only thing he could, he forcefully gave his daughter the medicine she needed to live and forced her to swallow it. That was it, the disease killed him right then and there, he told his daughter to 'live and grow to have a happy life.' Then his dead body fell from the edge of Extalia, we the guards just watched. I've never been so ashamed as I was in that moment. The daughter jumped after him and awakened a reincarnate on the way down allowing her to survive the fall." Pantherlilly was shaking, with both anger and shame. "That's when Captain Knightwalkers grudge against Exceeds began, I don't blame her either, watching her father die like that while the people that could have saved him did nothing. Combine that with my exile just for bringing a wounded human to Extalia...well I was all too happy to help with this plan, the destruction of Extalia and the Exceeds will mean a prosperous future for millions of others for centuries to come!" Pantherilly declared with a grin.

"Quick, you've gotta use your dragon slayer magic to turn everyone back!" Happy cried out with panic in his voice.

"No time for that, this puppy is speeding up," Gajeel replied, he could see only a minute at most was left until they impacted Extalia and that was being generous.

Suddenly, a familiar voice yelled out causing both Gajeel and Happy to look and see a legion fly up between the island and Extalia.

"LET'S GO! IF WE CAN'T STOP IT THEN EVERYONE WE KNOW WILL DIE!" Sure enough, it was Natsu, riding near the head of the legion, with Erza, Lucy and a shorter girl who seemed to be controlling it.

The legion smashed its head into the island and began trying to stop it.

"Give it everything you've got!" Coco ordered the Legy who pushed its head harder in response.

Natsu ran up the legions head and slammed both hands onto the island, creating a fire coloured magic circle, putting all the strength he had into stopping the lacrima. Happy flew down to him with a sad expression,

"Natsu, I'm sorry I didn't mean to..."

"Huh? Give me a hand buddy," Natsu said unconcerned, having never held any ill will towards Happy.

"Aye, sir!" Happy smiled and flew down helping to push back the island too.

"Alright," Gajeel yelled and began running towards the edge. "Temporary truce furball!"

"Don't run from me!"Pantherlilly yelled angrily.

"Don't worry we'll finish this." Gajeel vowed, "Just let me stop this thing first then I'll beat you."

"You can't imbecile!" Pantherlilly yelled with frustration "Once its begun there's no way to stop it." Pantherlilly closed his eyes and sighed. "Edolas is about to change forever and one of us will live to see the aftermath."

"Wrong!" Gajeel told him pointing a finger at the exceed. "We ain't dying, when this over your coming to Fairy Tail. You'll be my cat even if I have to drag you there." Gajeel chuckled and the jumped over the edge just as the lacrima began to touch Extalia.

"They're still going to collide!" Coco cried as Legy as was caught between Extalia and the lacrima island.

"It's not gonna end this way! Natsu cried as he planted his feet upon Extalia to give himself more leverage to use all of his strength.

Erza had done the same, she looked up to see Lucy floating in the air look down at them having gotten off the Legion was now flying seemingly unsupported, though Erza knew she was using some manner of Noble Phantasm.

"Why aren't you helping?" Erza demanded.

"Physical labour is for peasants!" Lucy replied inspecting her fingernails.

"Come and help or so help me I'll-"

"Fine here." Lucy summoned a pair of golden gate keys. "Open, Gate of the Bull and Lion, Taurus and Loke!"

Both Celestial Spirits appeared in a flash of golden light.

"They need help, go and help push that thing will you?" Both spirits nodded and fell, putting themselves between the island and Extallia.

"Hey guys, sorry I'm late," Loke said apologetically and as he channelled his magical power.

"I'm Moo-tivated to help!" Taurus stated cheerfully and he began using all of his physical might to push.

Erza looked and spotted Gajeel standing next to her.

"Gajeel what are you doing here?" She demanded, "You should be turning the others back to normal get back up there."

"You wanna deal with that fighting cat then be my guest."

"Coco!" Pantherlilly called down to the girl who was helping to stop the lacrima as well.

"Lilly!" She greeted him with a smile. "You're still in one piece, I'm glad. Who needs eternal magic power when you can have eternal smiles!"

"What kind of nonsense is that! You have to get out of there Coco." Pantherlilly implored her. "These people cannot stop Extalia's destruction, it's impossible."

"Don't be so sure!" Natsu yelled up to him, as his power began to burn. "If there's one thing Fairy Tail wizards prove it's that nothing is impossible."

Erza meanwhile glared up at Lucy and yelled angrily. "Stop messing around and start helping!"

"So two of my Celestial Spirits aren't enough, oh very well." Lucy sighed in annoyance, a golden port opened and sword emerged from it, trembling as more and more force began to be put on it, then it fired and impacted the Dragon Chain cannon causing it to snap and detach from the head, the massive chain then began falling to earth.

"That is my good deed for the day." Lucy shrugged with a smile.

"She destroyed the Dragon Chain Cannon." Pantherlilly gasped before composing himself. "It still doesn't change anything, the lacrima can't gain any more momentum but it doesn't stop the momentum it already has!"

Erza sighed, that so she let the magic power surge and began pushing with all of her strength to counter the momentum the lacrima already had.

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"I have decided it's about time I told you the truth about your queen," Shagotte said while taking off her crown and dropping it. "I am just an ordinary exceed, not worthy for your worship as a queen or as a god. I'm no better than the rest of you." She says while extending her only wing. The crowd looked at her in surprise and shock.

"No, it can't be true!" A female exceed exclaims from the crowd. Wendy gasps at her one wing. "I'm so sorry, but I do not possess the power to fight the humans. As you can see, I was born with one wing. For us exceeds our wings are symbolized by our wings or Aera. Two wings signify ones control over that power. I lack that power. My magic is weak." She admits while looking down before finally looking at Carla and Wendy. "Your names are Miss Wendy and Miss Carla correct? My deepest apologies to you as well. This is entirely my fault, so please do not harbour any ill will towards the others here."

"I can't believe it," Wendy says while looking at the queen and her single wing.

"No, the blame rests with those of us who dared to concoct the idea of an exceed queen, to begin with. We exceed have always been smaller and weaker than the humans. They took advantage of that and did terrible things to us. To protect ourselves we made the humans believe we were all divine and created a queen to serve as the embodiment of it. To lift the fragile spirits of the exceeds we revealed her and made up that she had great power, but it was just a bluff executed by those who were privy to the truth." Mejeer who stood by the queen explained.

"It took some time, but eventually the humans feared us so much that they wouldn't even look at an exceed. The reason for this is because they believed she chose which humans were to live and who would die. Neither the queen nor any of us have ever possessed the power to decide if another living being shall die. The only thing we have is Shagotte's ability to see into people's immediate future. She could see when a person would die and we took advantage of that and made humans believe that they will perish according to the queen's will." Muganto finished the explanation.

At this point there were many exceeds crying and hoping that this was not true. It was true, you could tell by their voices.

"Deceitful nonsense!" Carla exclaims while looking down. "Whether you have power or not means nothing to me. What mattered is that you ordered my friends to be killed." Carla yells at Shagotte.

"Shagotte gave no such orders young one. The humans must of-" Muganto tried to say but was cut off by Carla.

"Be quiet! You planted false memories and ordered me to slaughter my closest friends. Until a few days ago I've never even seen my homeland. You took my life from me!" Carla yells out at her.

"I'm sorry," Shagotte whispers as she looks down.

"Wait, you got it all wrong. It's actually an overly long and complicated story." Nadi tried to explain.

"Your excuses won't fix the damage that's been done," Carla yells out at Nadi.

"Carla, now is not the time to focus on that," Wendy tells Carla. Suddenly the sound of a sword being drawn got everybody's attention the Queen dropped a sword at Carla's feet.

"You are absolutely correct Carla. My sins are many and your suffering is among them. You've done nothing yet I put you through more pain than anyone. To atone I ask that you personally carry out my punishment." Shagotte says while getting on one knee and lowering her head.

"Your majesty, No." One of the elders yelled.

Carla looked over at the queen in shock, the crowd of exceeds started yelling in objection.

"Carla?" Wendy asks Carla. Carla picks up the sword and starts walking towards the queen. The exceeds were basically crying at this point, begging Carla not to do it. Carla stopped in front of the queen and raised the sword.

"Carla No!" Wendy cries out as Carla brought down the sword, however instead of killing the queen, she threw it onto the ground. Shagotte looked at the sword in shock, then up at Carla.

"What is wrong with you, how could you give up so easily. This is your homeland, isn't it? Do you seriously need a god or queen to get anything done? You've held on for dear life all this time and now you're just going to lay down and die." Carla yelled at them while crying. She then summoned her wings. "I'm going to save Extalia, with or without you." With that, she took off flying towards the lacrima.

"Carla!" Wendy yelled before giving chase, Shirou took over reinforcing their legs to give them more speed.

"I'm going to do everything I can too." Nadi declared with tears in his eyes as he released his wings. "Because I'm a citizen of Extalia."

With that, he too took off flying to help save his homeland.

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Back at the edge of Extalia, the team were still trying to prevent the impact, Pantherilly shook his head as he watched apathetically at their futile struggle. He was surprised as a streak of light shot by and an Exceed he recognised as one of the intruders appeared and joined the others in trying to stop the impact.

"Carla it's you." Happy said cheerfully.

"I'm not giving up; I'm going to protect Fairy Tail and Extalia I can't just watch my home be destroyed." She cried as she pushed with all of her might.

Suddenly a loud cry caught everyone's attention followed by a thud next to Carla she looked and saw Nadi there pushing with all his strength too.

"Why are you here?" Carla asked.

"Because I want to protect my home too." He said tearfully "Your courage inspired me."

"What's going on?" Pantherlilly asked as he saw more streaks of light rapidly approaching from all over Extalia, they were all Exceeds joining together. "What is this? What's going on?"

Shirou having swapped places with Wendy used Reinforcement on herself and with the help of an Exceed to stay aloft shoved herself against the island, pushing with all the strength she had.

"Everyone push with all your might!" Shirou yelled.

"Exceeds aren't afraid to protect our land with our own paws!"

"This is for our beloved queen who was willing to give her own life to protect Extalia and its citizens."

"And for Wendy and Carla who risked their own lives to save us from ourselves!"

"Shagotte you shouldn't be here!" An Elder warned her.

"No my fate shall be the same as our people," Shagotte stated. "We survive or fall as one."

As this was happening Pantherlilly couldn't help but think back to the day he was exiled. For merely saving the life of a human child. Just bringing him there to save his life, had gotten Pantherlilly kicked out and ostracised by his people, for saving another living creature. He was angry and yet...

Shagotte felt her single-wing give out, unable to control her magic power, she cried as she began to fall, but was caught, by the Exceed who had as much right to hate as any.

"Pantherlily." She looked up and saw that he was crying too.

"Tell me your highness, are you finally tired, of lying?" he asked.

"I've hurt you," Shagotte said shamefully.

"I'm such a hypocrite." Pantherlilly sobbed as his tears began falling. "I used what you did to Knightwalker and exiled me...as an excuse not to stop this...when I had the chance!" He let out a cry of sadness and shame. "Forgive me please!"

"It will be fine, I'm sure your words will reach them," Shagotte said reassuringly.

"But it's too late now; even with all of them working together this can't be stopped."

"Don't be so sure," Lucy said gesturing back to the lacrima. "Behold."

The crowd of Exceeds from all over Extalia, Lucky and Marl included gave one more heave before the island stopped and floated back away from the home of the Exceeds, floating in place safely.

"They pushed the lacrima a safe distance away," Pantherlilly said with awe.

Suddenly the lacrima burst into a massive blue beam of light which pushed the Exceeds and humans away as it shot up into the sky. When it finally died down the lacrima was gone leaving only the island upon which it floated, which after a few seconds dissolved into nothing.

"The Lacrima."

"It's just like Mystogan said," Gajeel stated with a laugh.

"What did he say?" Natsu demanded.

"He reversed the Anima, all of Magnolia and Fairy Tail is back to normal back in Earthland," Gajeel explained with a grin.

"We won?" Happy exclaimed.

"We saved Extalia without own paws." An Exceed cried happily causing all of them to cheer.

Lucy dismissed Loke and Taurus sending them back to the Spirit World. The celebrating cheers grew louder until Pantherlilly suddenly threw Shagotte to one of the elders who caught her. Before anyone could ask what he was doing a yellow-orange beam sailed by him merely half a second later he caught fire screaming out in pain as he fell from the sky and landed on Extalia after a few moments the flames went out.

"Pantherlilly!" Shagotte cried fearfully.

"No not my cat." Gajeel gasped.

"He's still breathing," Marl said landing beside him. "He'll live, it isn't too serious."

"But what the hell was that?" Natsu wondered.

"The correct question is who was that?" Lucy responded pointing downwards,

Everyone looked to see the king at the ahead of the royal army, floating around him were six hexagonal-shaped mirrors.

"The royal army!" Erza growled.

"To miss with one's Noble Phantasm like that is the height of embarrassment, if it had been a direct hit the cat would have been fried to a crisp, instead you merely burnt him and exposed yourself at last Archimedes of Syracuse!" Lucy yelled out smugly.

"The scholar Archimedes?" Erza asked in disbelief "But why would he do all this?"

"Knowing, my identity won't change a thing." Archimedes yelled furiously, "There's still enough Exceeds around to kick start my Holy Grail, I can still win!"

"SHAGOTTE!" Knightwalker leapt up, her sword covered in black mana ready to cleave the queen in two.

"NO YOU DON'T!" She was stopped as Erza used mana burst to punt the black knight sending her skipping like a black stone across Extalia before she crashed into a building. Erza gave chased to engage her.

Shirou took over again leapt into the air to meet Archer; both had traced their own versions of Kanshou and Bakuya.

"Will you just die already you damned pain the ass!" Archer growled.

"You first asshole!" Shirou countered pushing back against her future self.

"Let's finish this," Archer stated as they both pushed off from each other and landed on a floating island.

"Magicalisation cannons ready!" A soldier reported,

"Everyone fly away!" Gajeel yelled causing the Exceeds to begin scattering.

"Fire!" The weapons fired and each shot caused an Exceed to turn into a cat-shaped lacrima.

"King of Heroes, why do you stand in my way!" Archimedes demanded furiously. "You have no reason to-"

"Fool!" Lucy cut him off. "I have every reason, I consider Fairy Tail to be my personal property and those who touch the king's property deserve a suitable punishment." She looked to Happy, "Happy be ready to let Natsu go."

"Let him go? But he'll fall."

"He will be fine," Lucy replied opened a gate of Babylon, golden flames swirling within it.

"Oh." Happy did as he told and not a moment too soon as the flames struck Natsu, who quickly gobbled them up and roared as power surged through him.

"Now Natsu, smash that fool, Archimedes, back down into the palace," Lucy ordered.

"Fire Dragons!"

"Not so fast!" Archimedes charged up his mirrors but they were shattered as swords impacted into them all, he tried sending his gear-shaped chakrams at the dragon slayer but they were deflected by axes from the Gate of Babylon.

"SWORD HORN!" Then Natsu shot at him like a rocket impacting into the Scholars chest and sending him flying off of his legion and down like a comet towards the ground.

Soldiers that weren't busy trying to lacrimise the Exceeds tried to intervene but were stopped as their legions were killed by swords raining down from the Gate of Babylon causing them to fall helplessly towards the ground.

"Crap, I better get down there before that flame does." Gajeel sighed as he watched Natsu get further and further away with the king.

"Here." A portal appeared before the Iron Dragon Slayer. "It leads to the throne room, I'm feeling generous today." Lucy shrugged with a smirk.

Gajeel didn't question it, simply passing through it. The portal closed after he was gone.

"Now then what to do about this," Lucy said, seeing that something of the soldiers had gotten intelligent and had managed to dodge her swords or had just gotten aboard another Legion and paired up, one piloting it while the other fired at the Exceeds. "Well, well it seems the grunts of this army have some intelligence after all, how nice some mild amusement before the grand finale."

Lucy spared a glance towards the capital below and saw her edolas self standing atop a rather large humanoid octopus which was dead have his head smashed in by the falling Dragon Chain cannon. She could help but let out a laugh.

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Shirou and Archer stood apart from one another on the small floating island. The wind blew past them and in a blink, the pair of fakers swords clashed and locked each other in place. The stalemate did not last long both pushed away from each other and resumed fighting, sparks flew as steel clashed with steel. Pure instinct took over pushing what came next.

"I am the bone of my sword."

"I am the bone of my sword"

"Steel is my body and fire is my blood."

"Steel is my body and fire is my blood"

"I have created over a thousand blades."

"I have created over a thousand blades"

"Unaware of loss, Nor aware of gain."

"Unknown to Death, Nor known to Life."

"Withstood pain to create weapons, waiting for one's arrival."

"Have withstood pain to create many weapons Yet, those hands will never hold anything"

"I have no regrets. This is the only path. My whole life was-"

"So as I pray-"

"Unlimited Blade Works!"

A large blast of illusory fire, gear halves fixed each other, swords encroaching on organs receded, and two halves became one. When the dust settled the two stood opposite to one another again. One standing beneath an optimistic clear sky bathed in twilight. The other beneath a sky full of opaque black gears a haze formed from embers and wisps of black smog rising from the ground, produced by the forging of iron. All around them were swords standing perfectly like grave markers.

This was not like their last meeting; one was not servant with years of experience and power. One was not a third rate magus and inexperienced master. Here both were even in skill and power.

Victory here would be determined by which sword broke first and both of them were determined to make the other would be the one that did.