A/N: We're back and it's time for another chapter of Dragon Tail Z! Thanks for the reviews and hope you like this chapter;

Previously on Dragon Tail Z, the Fairies are still locked in combat against the remaining Oracions; Jenny had just defeated Jackpot Mark II and was recuperating. Meanwhile, Gohan was joined by Tyson and Trunks in the battle against Rancor at the same time Laxus was duking it out with Centurion; deciding to get serious, the Machias of Zentopia activated a special mode he calls 'Critical Overload!' and is about to unleash his maximum power on the Lightning Dragon Slayer…now!

Disclaimer – I do not own Dragon Ball Z or Fairy Tail, Akira Toriyama and Hiro Mashima respectively do!

Chapter27 –

Laxus Dreyar stood fully charged as he stared at the new form of his opponent; Centurion was taller and had a sleeker design. His mechanical body got an increase of bulk, his crusades era knight like helmet now had a four horned crest on it, his legs had jet boosters as well as one on his back for speed and flight, and his armored form flared spikes in between the plates and his entire body was glowing red. "Critical Overload engaged!" Centurion announced.

"Is this new look of yours suppose to be intimidating?" Laxus inquired. "Well all it does is make you look even more ridiculous than before!"

"Target, Laxus Dreyar of Fairy Tail! Objective, eliminate the Dragon Slayer!" Centurion stated.

"Sorry pal, but that's not gonna happen!" Laxus declared at he charged at the Machias who charged at him; the twp clashed fists, creating a shockwave before jumping incredibly high into the air. Laxus struck first as he socked Centurion in the face, but the Zentopian Machias shrugged it off and returned the blow. Both fighters exchanged blows repeatedly sending bolts of lightning around the Zentopian tower. They both separated before rushing in and banging their skulls together; their brawl continued with Centurion punching Laxus in the chin and the lightning mage countered with a kick to his chest. They flew through the air, still throwing blows at each other and then ended it with a double punch to the face before descending back to Zentopia. Laxus took a few deep breaths while Centurion showed no sign of damage or fatigue.

"From iron, cometh strength, from strength, cometh will, from will cometh faith, from faith cometh honor, from honor cometh iron. This is my Unbreakable Litany, and may it forever be so in the name of Zentopia!" Centurion chanted his other battle cry and charged towards Laxus with a Holy Spread Shot on the right but the latter fired "Thunder Bullets" from his hands in response.

"Nice sermon! Maybe Gajeel should take some notes from you when this is over." Laxus remarked and used Lightning Body to charge at Centurion who uses Perfect Cube around himself. The Lightning Dragon Slayer threw a fist and in one blow he shattered Centurion's defensive technique; this however left himself wide open to the Zentopian Machias' counterstrike which was an elbow to Laxus' face.

Centurion then activates his Bolter Cannon and aims it at Laxus, the lightning mage swiftly kicks the cannon upward, making the blast expelled from shoot into the heavens. Centurion backed away and deactivated his cannon before making a circle with his hands. Several small orbs manifested before the Machias made from the same substance as his perfect shell. "Wall Barrier Spheres!" he exclaimed as he threw the orbs at the Fairy Tail mage. Laxus is pelted by the numerous mini barriers before channeling lightning into his right hand and slashing all of the spheres out of existence. He then retaliates by sending a bolt of lightning at the Machias; it was struck and before it could strike back Laxus socked its chin, cracking its neck upward; Centurion stayed like that for a few seconds before straightening himself. Centurion scanned Laxus again as he observed his breathing getting deeper. "Target has depleted some of his energy; in a matter of minutes, he will tire out while I will still have power to spare. And then, I will annihilate him." Centurion said.

"Unless I crush you first," Laxus growled.

"You seem to be under the impression that you still stand a chance against me, but you have taken damage from out earlier scuffle even with this Ki empowering; I on the other hand am still unscathed." Centurion stated.

"Are you sure about that? Then what's that dent in your right arm?" Laxus inquired.

Centurion looked at his arm and sure enough there was a small dent in it. "Impossible," he muttered. "How did you…"

"Just because I used up a lot of energy but that doesn't mean I'm out of steam yet," Laxus said as he charged up again. "I'm done toying around with you buddy; now I'm getting serious!"

"Very well, then I shall do the same!" Centurion said. "Increasing power to 85%!" His body started glowing again and the ground beneath him cracked. The two charged in again and bumped fists, this time jumping into straight out fist to fist battle; they each struck each other with super strong punches, creating multiple shockwaves with every impact. At first it looked like Centurion had the upperhand due to being incapable of feeling pain, but after he struck Laxus in the gut, the lightning mage started emitting a gold outline and began hitting back harder. Centurion punched Laxus in the face twice but he shrugged it off and struck him back four times; the Machias attempted to punch him again but Laxus grabbed his wrist, surprising him.

"Lightning Dragon Iron Fist!" Laxus shouted as he struck Centurion in the jaw, sending him flying upward.

"Target's power level is increasing drastically!" Centurion stated.

Makarov's grandson then jumped into the air above his opponent; he held his fist over as he channeled lightning into it. "You're done! Roaring Thunder!" he slammed his lightning imbued fist onto the Machias, electrocuting him and sending him back down with incredible force. Laxus landed and saw Centurion sticking upside down out of the ground. The Machias jumped out with his head facing backwards; Centurion grabbed it and twisted back into place. "Man, what does it take to shut you down?!"

Centurion doesn't reply as he summons his enormous sword. "Behold, the God Breaker Blade! My second most powerful weapon!" he stated.

"Second huh? What don't I candle your first?" Laxus asked.

"Most definitely, however, I do not posses my Holy Hammer at the moment." Centurion revealed. "I sensed it magic power not long before you and your allies arrived here but now I cannot."

"Holy Hammer? You're the owner of that giant weapon those old geezers gave Erza?" Laxus asked.

"Data identifies Erza Scarlet aka Titania, the Fairy Queen. One of Fairy Tail's strongest mages and a master weapon and magic armor user with over a hundred in her arsenal. I calculate that she would be able to wield the hammer," Centurion said a bit unnerved. "If she does posses my weapon, I must execute her and retrieve from her corpse!"

"Aren't you forgetting something?!" Laxus asked as he powered up more. "What makes you think I'll let that happen?"

"You lack the power to stop me lightning fairy," Centurion said as he pointed his blade at Laxus. "First I will kill you, then Titania, reclaim my sacred weapon from that thief and execute all the interlopers for disturbing our Archbishop while he's still in recovery."

"If you even try to hurt my friends…I'LL BREAK YOU!" Laxus shouted as he jumped at Centurion and kicks him in the face; to his surprise the Machias just stares back at him as if he's still waiting for him to cause some real damage. "Still standing huh? You won't be for much longer!" he declared as he punched the machine in the right cheek; the machine was still unfazed and Laxus proceeded to attack with a flurry of powerful lightning punches that he threw with unrelenting force. After ending it with one super strong final punch, the Machias still just looked at him expectantly. "What kind of Magic do you have?" Laxus inquired. "Granted I can see you can make that annoying barriers but you also generate destructive attacks that is almost kinda like Gildarts whenever he uses Crash Magic!"

"Actually I have two types of Magic. Wall Magic, that allows me to form Magical barriers that cannot be affected by Magic or physical attacks and I can shape them at will to defend myself or my allies in battle. The other is Breaker Magic that allows me to shatter anyone or anything with an explosive force instantly which I can also emit energy attacks and its well suited for me in close range combat." Centurion explained. "Since most humans are fragile and their flesh is weak despite their Magic power and strength, I have learned that they are easy to break in my service to Zentopia where I fought and killed countless human fighters such as yourself. They usually end to fall to a few of my heavy hitting techniques…like this one," The Machias reared its fist back and announced "Breaker Fist!" the Legion Platoon Machias threw a haymaker strike at Laxus who barely managed to block it with his arms.

"Don't you dare look down on humans you metal punk!" Laxus shouted. "Lightning Eruption!" The 2nd Generation Lightning Dragon Slayer unleashed a pillar of lightning underneath Centurion's feet that exploded with a destructive cloud of smoke and debris. Catching his breath for a moment and readying himself for an enemy counterattack despite the throbbing pain in his body, Laxus commented to himself "Dammit, what the hell was Zentopia thinking when they created this mechanical monstrosity as one of those Legion Platoon goons in the first place?! The rust bucket's Breaker Magic is almost similar to Gildarts' Crash Magic except its more controlled and focused, he's even more dangerous than Cana's old man alright. That Wall Magic of his, it is likely as hard as or even harder than Erza's Adamantine, the same one she used to block the Jupiter Cannon of Phantom Lord with it that I heard from the Guild 7 years ago. I wouldn't be surprised if this shell-head can easily do it too... Huh, it's been a long time since I clashed fists with Gildarts during my S-Class trial all those years ago! Even then, I dread to face that old deadbeat head on again; now I think about, didn't Mystogan warn me that the old timer was still stronger than me? I feel kinda stupid now for starting that battle of Fairy Tail and I'm definitely dodged a bullet with Gildarts not being there since he could've easily crushed me and the Thunder Legion even with Jutsu Shiki to hinder him if he had learned what I did to the whole Guild when he returned."

Emerging from the smoke almost unharmed with his Perfect Cube around him again before dispelling it, Centurion acknowledged his human opponent's words decided to answer his curiosity. "To answer your question, Zentopia created me as their walking fortress of war, capable of both defense and offense! The hammer of god to the enemies of the faith! The shield that defends the followers and innocents! Countless Dark Guilds and Zeref cults and any other group like Liberius that are heretical to the church's creed have fallen before my power in the name of Zentopia by the will of the Archbishop! No human has outlasted or even defeated me; this proves the superiority of metal over flesh!"

"Really? I heard that you were beaten by Midnight back at Kardiac Cathedral even with the help of that Council archer Weinheidt; sounds like your untarnished record has been broken." Laxus said mockingly.

"That was a terrible pun and you know it." Centurion retorted flatly. "And I will rectify my previous defeat once I am through with you!"

The Dragon Slayer glared at his enemy as he began weighing his options. "If I'm gonna crush this guy, I'm gonna need to hit him with something he can't withstand!" he thought. "Should I use Thunder Palace? No, it takes too much time to set up and Centurion will just destroy the floating Lightning Lacrimas the moment he detects or looks up even with the Body Link, he would just shrug off all the lightning anyway. Fairy Law? Nah, that should not be used lightly as it is a deterrent Magic meant to discourage further action from enemy opponents and I am not even sure if it can affect mechanical beings at all, I'd rather not test out that theory and waste my energy pointlessly. That just leaves one other option…" He raised his fist in the air. "Let's see how you handle this! Resounding through the air, the roar of thunder, plunge from the sky and reap destruction! Raging Bolt!" A large ball of lightning appeared over Centurion; Laxus brought his hand down, directing the attack to strike his enemy. Centurion was consumed in a huge electrical explosion; when it passed, he stood in the exact same spot still looking like he was waiting for something. "What? But how? Why are you still in one piece? Even if you are made of metal almost like Gajeel, I hit you with all that lightning!"

"Your primary source of power is lightning, it powers your attacks. Such element is ineffective against me; I have been extensively upgraded to resist all electric attacks during my repairs by Zentopia's scientists and engineers. I didn't even need to use my Wall magic for that!" Centurion said. "In conclusion, you have no chance of victory against me!"

"We'll see about that!" Laxus yelled and rushed at the mechanical soldier. He threw a punch at Centurion who blocked it with his giant sword; the machine then struck with his own brutal punch to Laxus' face, sending flying into a wall. Wiping the blood that dripped from his mouth and nose, Laxus glared at the Machias as he powered up. "Let's how much of my lightning you can resist!" he challenged before taking a deep breath. "Lightning Dragon…Roar!" he let out a destructive concentrated blast of lightning that crashed into Centurion; when the explosion ended and the smoke blew away, Laxus stared with wide eyes as Centurion was still standing with no sign of damage. "Seriously, even that did nothing to him?"

"This battle is starting to irritate me," Centurion said as he pointed his sword at Laxus. "Piercing Blast!" he fired a beam of magic energy at the Dragon Slayer; Laxus quickly evaded the attack but wasn't fast enough and it scorched his leg.

"Heh, I didn't realize machines could get annoyed!" Laxus said mockingly.

Centurion responded by stomping on the ground and jumping over to catch his target. He brought his blade down on the fairy tail mage who used the scales on his arms to block it; this however, allowed the Zentopian war machine to force him back to the ground with his incredible strength. Laxus lands hard on the ground and rises again but winces from his injured leg. Centurion lands before him and rushes at him with his word ready while yelling "Charging Strike!"

Laxus quickly charges lightning into his fist and shouts "Lightning Dragon Demolition Fist!" launching his lightning manifest punch at the Machias. Centurion blocks the attack with his shield and was pushed away from the 2nd gen Dragon Slayer. Centurion charges at Laxus again to strike him with his sword and the Dragon Slayer uses his lightning body to evade his slashes; Laxus continues to sped around Centurion and strike him, hoping to land a good hit on him but the mechanical soldier ignores the attacks and proceeds to attempt to strike his enemy. Centurion then manages to tag Laxus by back handing him with his long shield, sending him bouncing across the ground. Laxus gets back on his feet and takes a deep breath again. "Lightning Dragon Roar!" he releases his breath attack again at his adversary. Centurion countered by directing magic power into the tip of his blade and firing it as a destructive beam that collided with Laxus' breath attack. The two attacks collision caused a combustion that blew both combatants back a bit. Laxus stopped himself and was hit with a surprise tackle from the Machias. Laxus was slammed into the ground hard; Centurion attempt to slash his chest with his blade but the Dragon Slayer evaded the attack, receiving only a cut from his left ab to his shoulder. Laxus then gets up and charges up again. "I learned this one from Natsu! Lightning Dragon Sword Horn!" He rocketed himself towards the Machias and skull bashed him right in the chest. Laxus then jumped over the Machias with his fist up. "Lightning Dragon Heavenward Halberd!" He threw his lightning spear at the Zentopian war machine sending it crashing through the floor.

The lightning mage descended to the ground where he saw a large hole in the place where the Machias stood. He glanced around to see if anything was left when he saw a small spec of light in the dark. Before he could react, Centurion burst out and grabbed him by the throat; using his he then slammed him into the wall and scraped him up against it before taking him off and tossing him back to the ground. Laxus crashed into the ground right before he was hit in the gut by a lightning powered punch.

Centurion stepped away the crater made from the impact. The lightning Dragon Slayer stood back up and spit out some blood. Makarov's grandson was breathing heavily as he stared down his adversary. "Target had become exhausted, power estimated, 40%! His elimination is inevitable." The Machias stated. He then pointed his blade at the Fairy Tail mage. "Your power is insufficient for continuing this battle; your defeat is at hand. Surrender, or face complete elimination!"

Laxus just glared at the mechanical soldier and wiped the blood from his lip. "Is this really it? After everything that's happened to me, am I just gonna lose to some giant metal moron?" he thought.

"Answer now, further silence will lead to death!" Centurion warned.

"I can't beat him! My magic's not strong enough to damage him at all!" Laxus as he clenched his fist hard as his Ki outline appeared again. "If I could just hit him with some stronger lightning, I could dismantle him into scrap metal!" His lightning started sparking around his body again.

"Do not attempt to fight! This is your final warning, stand down now!" Centurion ordered.

Laxus' fingers started digging into his palm, blood started spilling before his lightning touched it and turned red. "No, I'm not backing down now! I didn't spend seven years with those guys just to die before I can rejoin the guild I have to make it up to Fairy Tail for what I did and this is my chance to do it! I WON'T LET ANYONE STOP ME!" Laxus roared as his lightning aura turned blood red and exploded around him.

"You shall now be eliminated!" Centurion charged at the Machias with his sword; he brought his weapon down on the lightning mage only for it to be grabbed by the target. Laxus held the blade in his palm before shattering it to pieces. Centurion started with wide eyes before he was socked in the face by the 2nd gen Dragon Slayer. The Machias if Zentopia caught himself and landed on his feet before he realized that one of his eyes was not operational. "Damage 2% capacity! Analyzing target's new power level!" he said. "Analysis complete! Red lightning is composed of target's Ki, magic and blood! Power level has increased immensely!" The Zentopian soldier shifted his hand into a cannon and aimed it at the Dragon Slayer. "Bolter Cannon!" he fired a powerful magic blast at Laxus; to his surprise, the lightning mage merely slapped it away. "Impossible," Centurion muttered.

The red lightning around Laxus grew more until it took the form of an enormous dragon then shrank down to his shape and size. "Increasing power to 90%!" the Machias said before charging to take Laxus head on; the 3rd master's grandson rushed at the Zentopian war machine and they traded blows once more. Their scuffle caused more destruction towards the Zentopian church building, quaking it and damaging it. "Red Lightning Dragon Iron Fist!" Laxus shouted as he struck the Machias pushing it back a bit. "Damage 25% capacity!" Centurion stated as he saw the dent in his chest. "Engage Long Shield!" The mechanical soldier brought out his shield and held it defensively in front of him. Laxus struck the shield, making a crack in it; he repeatedly punched the shield before finally breaking it. He then pummeled the Machias sending it skidding it across the ground. Centurion got up and shifted his hand into a machine gun pointed it at the fairy. Laxus reacted fast by grabbing the weapon and instantly ripping it off. "Red Lightning Dragon Jaw!" he yelled as he slammed his fist onto the Machias.

Laxus then backed away from the machine, Centurion stood back up. The Machias had numerous cracked and dents, his rocket boosters were broken and electricity sparked his body. "Your power may have increased, but you're still tiring out! Flesh is weak and is nothing compared to machinery!" Centurion said.

"Sorry to break it to ya rust bucket but you look like you're about fall apart in another second; me, I could do this all day!" Laxus said.

"Even in my damaged stated I can still function at full capacity! But it is time for me to end this fight finally and hunt down the rest of your allies!" Centurion declared. "Increasing power to 100%!" He then opened his chest to reveal an orb of magic energy being stored up. "This is my ultimate attack! It was designed to be a last resort; it has enough power to completely incinerate my enemies in one shot! You are the first to have seen it in years!" The magic power core began to expand as Centurion prepared to fire. "God Ultimate Breaker Unibeam!" The core released an extremely powerful beam attack at the Dragon Slayer.

The 2nd gen Dragon Slayer just smirked and took a deep breath. "Red Lightning Dragon King Roar!" Laxus let out his breath attack at full power; the two beams clashed, creating an aftershock that shook the entire Zentopian building. As the attacks pushed against each other, Laxus' started overtaking Centurion's, slowly moving closing towards the Zentopian Machias; eventually, it cut through Centurion's Unibeam and flew straight towards him. The Machias jumped out of the way at the last second, receiving only a severed arm from the dragon roar that continued to soar into the sky, slicing of a corner piece of the infinity castle. Centurion stumbled away as his power core began to weaken. "Your time is up rust bucket!" Laxus said. "Red Lightning Dragon Demolition Fist!" He thrust his fist forward, sending out an over-sized version of a dragon's fist towards the Machias. The attack tore right through Centurion's core and ripped a hole through his chest. Centurion's eyes grew wide with shock "By metal, my life was given... By metal, it has been stripped away... No dreams before, nor after... Only... the end." He muttered before he finally shut down and collapsed onto the floor.

Laxus breathed heavily as his muscles returned to normal size, his scales vanished and the red lightning faded away. The 2nd gen Dragon Slayer sat down on the ground and leaned against the wall. He then sighed as he brought out a cigarette and lit it with his lightning before placing it in his mouth. "Man that guy was tough. I wonder if this is how Natsu felt when he fought me," he muttered. "Ugh, I swear to God, I will never fight a Machias ever again!" Unbeknown to the Dragon Slayer, far away from his location, in an empire that has yet to fully exert their strength, a Machias wearing orange sneezed which caught the attention of his blonde haired comrade.

"That's weird, I didn't think machines could get colds," she said.

"Guess I'm more human than I thought," the Machias chuckled.

Back at Zentopia, the grandson of Makarov is resting in exhaustion against the wall while smoking. "I haven't been this worn out since my fight with Master Hades and it looks like there's still work to be done," He muttered. "Guess I'll just have to leave it to my friends; I'm sure they can finish the job."

"Hey, got a spare cigar?" someone asked. Laxus looked over to Jenny, still injured from her own fight, leaning against the wall beside him.

"Sorry babe, this is my last one," Laxus replies. Jenny just shrugs and slumps beside the lightning mage. "Nice coat by the way; it's kinda like mine. I'm gonna have to start wearing that again when I rejoin Fairy Tail."

"I heard you were kicked out years ago after being a bad boy," Jenny mused. "You know, I'm Blue Pegasus would gladly accept you if Fairy Tail doesn't take you back; especially Master Bob, he'll just love having Maky's grandkid around."

"Heh, not sure I can imagine myself in a tux like Loke, but thanks for the offer." Laxus said. As the two were just waiting to regain their strength, the Take-Over mage glanced over to see the damaged Machias close by; she gets up and staggers over to the Zentopian war machine. "What are you doing with that?" Laxus questioned.

"He doesn't look too damaged; I think I can fix him with my magic." Jenny answered.

"Are you serious? I literally just kicked his ass," the lightning mage sweatdropped. "I don't think bringing him back would be a great idea."

Jenny ignores him and places her hand on the machine. "I can still feel his soul, he's barely hanging on." She says. "Even though you damaged him a lot, if I can restore his core he'll be reactivated." She continues to examine the broken Machias. "He'll still need a full body repair. I bet I could even replicate Machina Soul; I'm already familiar with his schematics thanks to adding his Bolter Cannon to the Christina Advance."

"You seem pretty concerned about that machine, but why? He tried to kill us," Laxus pointed out. "He might just attack us again, it's in his programming. Why risk so much to save him when he's not human?"

"Machias are still people; they can exist, they can live and they can die just as we do. It doesn't matter if you're a human, machine, or some other artificial entity, anything can have a heart as long as you're capable of feeling emotions and forging friendships." Jenny replied while giving a small smile. "If I stabilize Centurion's core and save him; even if he is an enemy I want to help him."

Laxus sighs at this and says "You can go ahead and save him, just don't be surprised wakes up and attacks us again,"

"I'll take the risk," Jenny said as her hands started glowing and she placed them on Centurion's back.

Elsewhere inside the Zentopian palace, Byro, Gildarts and Solaseed were holding their own against the corrupt Cardinal; as they fought, they sensed the whole structure shaking around them. They carefully avoided the falling debris that crumbled. "What is that? The room feels like it's going to collapse!" Solaseed stated.

"Must be the kids, they're starting to get wild," Gildarts answered. "Won't be long before everyone they're fighting is pounded to a pulp!"

"I can't believe…one of them managed to defeat Centurion," Lapointe said. "With his Critical Overload and his other upgrades we gave him, it should take an army to stand against him; and yet, just one mage was able to destroy him."

"Your guildmates are more powerful than we anticipated," Byro said to Gildarts. "This Ki mixed with magic must be increasing their powers beyond imagination!"

"You may be right Byro, but it's more than that." Gildarts said. "Those kids have the real potential; they're a force to be reckoned with, and when they're fighting for each other, nothing can hold them back! They become…unstoppable!"

"Defeating Centurion couldn't have been an easy task; whoever fought him could be seriously wounded or worse." Solaseed commented worriedly.

"It's nice of you to worry babe, but I'm sure the kids can hold out till we can get to them. Plus, they've got Wendy with them; she can fix em up pretty good." Gildarts assured.

"The young Dragon Slayer right? Her skills in healing magic are amazing for someone of her age." Solaseed said.

"You can give her some tips as we finish up with things here!" Gildarts said. "The sooner the better,"

The Cardinal suddenly starts chuckling "Once again Centurion has proven to be a failure to my cause; I had intended to use his as a pawn in my plan to overthrow Midnight. Even with his upgrades he was still just a pitiful disappointment." Lapointe laughed.

"Why would you wish to oppose your own leader?" Byro inquired.

"He's the only one who truly stands in my way of ruling over the new world created by the Real Nightmare." The Cardinal answered. "Once all the seals have been broken and Doryu is freed, I will offer myself to be his new vessel! Combined we will have even greater power than even now; we will be unstoppable!"

Byro glared at the Cardinal as he gripped his staff tighter. "I can't believe you would go this far to bring chaos into this world: and that you would manipulate someone as devoted as Centurion to do your dirty work!" he said. "He was a soldier, one who sole purpose was to serve Zentopia more than any of the Legion Platoon's! Even though I disliked him, he was still a comrade of mine, and comrades stand up for each other! I refuse to allow you to mock a fellow soldier's honor; you will be brought to justice for his sake!"

"That's right! It's time to make you pay for all you've done!" Solaseed said.

"Cool it guys. I know you really want avenge your team's honor but stay calm. This guy doesn't really care for any of the pain and suffering your comrades had endured for Zentopia." Gildarts said. "I've seen dark guild stereotypes who only see their followers as pawns."

"And why would I care about a worthless machine?" Lapointe questioned. "The Machias used to be a race of living tools and weapons made by industrial Guilds to sell for warring guild mages in order to boost their strength and numbers back in the First Trade War before the machines gained free will outside of their programming and rebelled against the humans for the right to live; then the 1st Magic council in desperation unleashed the Etherion to end the First Trade War and subsequent Machias rebellion, forcing the defeated sentient machines into exile in Alakitasia as their new home or to go into hiding is the reason why they are rare in Ishgar as the Council banned the creation of anymore Machias despite not doing more to enforce this law aside from." The Cardinal then chuckles. "You know, it's amusing that Zentopia managed to get away with their autonomy from Council's jurisdiction after they built Centurion and made him one of the Legion Platoon. Once he had gotten the council's attention, they demanded his deactivation after his indiscriminate slaughtering of Dark Guilds and his massive collateral damage from his missions rather than order his destruction at the risk of irking of Zentopia and the Fiore Kingdom for overstepping their boundaries."

"That's a nice little tale, but unless it has a point can we get back to fighting?" Gildarts asked. "I think you're starting to bore us?"

"I just don't understand how one heartless machine could be worth so much trouble," Lapointe confessed. "Besides, Centurion is not even a real person at all, much less a human being to begin with, just an expendable soldier. Machias have the tendency to imitate emotions and acquire personality settings that mimic humans, but in the end, they're nothing more than pieces of literal trash."

The three mages before the Cardinal shook with anger as he mocked the Machias of Zentopia. "Even if he was a machine, he was still a part of Zentopia; human or Machias, you're still a person so long as you have heart and he certainly did!" Solaseed said defensively. "You have no right to dishonor his sacrifice for us!" She pulled out a light arrow and fired it at the Cardinal who just caught it with his right hand and snapped it.

"C'mon guys, let's shut him up for good!" Gildarts said. "I think we're all just about dying to break his face right about now!" Byro and Solaseed nodded and the three charged at the rouge Zentopian leader; they blitzed and circled around the former Cardinal with blinding speed.

Lapointe just traced their movements with his eye while smirking. "Are you trying to make me dizzy? Is this the strategy you hope to defeat me with? How unorthodox." Every time one of the mages attempted to strike him, he simply sidestepped to dodge them. "Zero Slash!" he swung his hand, creating a whip of dark magic that knocked his opponents away.

The good guys quickly bounced back and prepared to attack the dark mage simultaneously; Gildarts made a roundhouse kick on the left, Byro swung his staff on the right and Solaseed brought down her sword on the top where all of their attacks were magically imbued. Lapointe just thrust his hands up and yelled, releasing a telekinetic blast that blew each of his adversary off their feet and made them tumbled on the ground; they quickly got back up to try again. Gildarts ran straight towards Lapointe who fired Dark Capriccio but ended up destroying the former's torn tattered cloak. The Guild Ace of Fairy Tail sacrificed his cape, sped behind the Cardinal and exclaimed "Disassemble!" with his right hand manifesting web-like net to turn Lapointe into cubes. Lapointe raised his hand with another telekinetic blast that clashed with Gildarts' spell and redirected into the ground which shattered into cubes. Lapointe then took a hard hit from Byro's Divine Fist to the face before launching a Darkness Magic-empowered haymaker on the Legion Platoon leader's chest that shattered his armor. He then used partial takeover on his arm, changing it into a blood red demonic looking claw. "Consuming Claw!" he called as he tried to slash the Legion leader; Solaseed intercepts the attack with her Rebound sword and imbued her mailed fist with the Ark she called "Sacred Sun!" to punch Lapointe right in the face where a massive white spherical explosion occurred and he was sent flying upward.

"Pulverizing Kick!" Gildarts shouts as he appeared behind Lapointe and did a powerful axe kick imbued with Crash magic to his back; the former Cardinal was slammed down hard into a human-sized crater before the Crash mage used Empyrean to smash him down into the ground which created an even bigger crater that is 10 meters deep. After backing away, Gildarts helped up Byro as Solaseed came over to them. "We sure shoed him huh?" he said.

"Don't let your guard down yet, the fight's not over yet!" Solaseed warned.

"Aw c'mon babe, I know he was tough but he's gotta be down for the count after that kinda beating!" Gildarts said.

The nun just shook her head "I suspect that even after all that he's still only toying with us. Who knows what'll happen when he decides to get serious,"

Her suspicions were confirmed when they heard laughter from the crater just before the Cardinal flew out and landed before them. Lapointe just dusted his clothes off as though he wasn't fazed from their previous assault, which he wasn't. "Behold the power of Loreli!" he shouted as he raised his hands above his head. "ANCIENT REQUIEM!" A powerful surge of Magic energy and Ki erupted from the ground in an area of effect scale, engulfing it with a massive pillar of explosion that shook the entire church and damaged more of Zentopia's interiors. The three mages were protected thanks to Solaseed using her Ark of Heavens and combining it with Byro's Nullification magic to create a sphere around them; The two Legion Platoon veterans and Fairy Tail Guild Ace stood in the crater caused by Lapointe's attack as it dug at least 20 meters deep into the ground. They then looked up as the Cardinal began to ascend over their heads.

"What the hell is this?!" Gildarts inquired.

"I'll be glad to explain," Lapointe replied. "Thanks to my link to with Master Zero and Brain, along with the Archive magic which allows me to access the knowledge of hundreds of types of Magic created during Brain's time head of the Bureau of Magical Development, even the ones he taught to Jellal Fernandez and the Oracion Seis when they were much younger." He then holds his hand out to his adversaries. "Sink!" The ground which the three veteran Mages stood on immediately liquefied and started to swallow them. Gildarts immediately used his magic to dissemble the floor and freed his allies and himself. The good mages rushed at the Cardinal; Lapointe just swipes his arm and shouts "Spiral Pain" launching Midnight's Reflector spell at his enemies but Byro nullifies the attack.

"Divine Arrow!" he exclaimed as he fired his special attack in retaliation but Lapointe just swats it aside.

Solaseed then appears over the rogue Cardinal with her blade ready. "Sword of Hope!" she declared as she brought her weapon down on him.

"Meteor!" Lapointe calls out as he activates the spell and channels a gold barrier; he brought up his hands and caught the nun's blade with ease. The stared each other down before disappearing and speeding around the room continuously clashing. They separated and Solaseed performs rapid hand movements and yells "Spiteful Saint X30!" and fires a meteor shower of white orbs at the rogue Cardinal. Lapointe counters by shouting "Heavenly Beams!" firing numerous gold beams; the two attacks collided and cancelled each other out. As he was left open, Lord Byro and Gildarts chose to attack the renegade Cardinal from his sides. Lapointe just smiles and mutters "I can hear your movements a mile away," before holding out his hands to catch their fists. "Sound Palm!" he exclaims, releasing a powerful shockwave that sends the men flying and disorients them. Solaseed managed to get the drop on Lapointe by kicking him in the back before pointing her hands at and shouting "Omega Ark!" launching a powerful ark sphere bomb at him. To defend himself, Lapointe raises his right hand and yells "Dark Fireball Fortissimo!" throwing a purple fireball the size of a grand piano at her; their bomb attacks collided and clashed and both combatants pushed with all their might for dominance; as the struggle continued, Lapointe holds out his left hand and a dark sphere started to form in his palm.

"This new spell is literally sucking in the darkness around it!" Solaseed thought. "I can't believe he's able to split his focus from our fight to create such an attack with that much density!"

"Altaris!" Lapointe shouted as he threw the dark ball at the nun; at first it looked like the attack would miss her as it sailed past, but then the Cardinal flicked his fingers, directing it to come at Solaseed's back. Just before it could touch her, a white magic blast intercepted the black orb and reduced it to tiny particles; the two looked over to see Gildarts extending his hand at the nun.

"Got your back babe!" Gildarts said just as Byro appeared at Lapointe's back with his staff out. "And Byro's got Lapointe's!"

"Divine Bullet Squall!" the Legionnaire shouted as he unleashed a barrage of powerful magic blasts. The bullets pelted the Cardinal's back, breaking his focus and allowing Solaseed to gain the upperhand by exerting more power into her attack; Solaseed's Omega Ark eventually broke though Lapointe's dark attack and consumed the Cardinal before exploding, blasting him into another crater. Smoke filled the room as the three regrouped; when it passed, Lapointe was revealed to be alright and still on his feet, albeit his clothes are covered in dirt and few drops of blood on dripped from his mouth. "It can't be…he's barely taken any damage," Byro muttered in astonishment.

Lapointe placed his thumb by his mouth and wiped off some of his blood. "After all that and a drop of blood is the best you can do? Though not very impressive maggots, you have my respect. I hope the world will remember you three after I erase you all from existence!" The Cardinal powers up, releasing more green dark energy; his skin to started to darken as his body drastically increases in mass and height, tearing the top part of his clothes off. He became heavily muscular and slightly hunched as his eyes glowed dark green. Lapointe then raised his hands, holding green orbs as he slowly stepped towards his enemies. The Fairy Tail Guild Ace and two Legion Platoon veterans were utterly horrified and disgusted of Lapointe's new transformation caused by the Ki as they sensed this was no mere Take Over at all. "With this new body and this new power, I am no longer Cardinal of this pathetic organization; God of Destruction! I am no longer Lapointe, I am Asura of the Darkness!" the dark mage declared. Byro, Gildarts, and Solaseed prepared themselves for another round and charged at the Cardinal again.

"I don't care what you're calling yourself, you're still going down!" Gildarts yelled as channeled his magic power into his prosthetic arm. "Crushing Evil, Spreading the Truth: Absolute Heaven!" he struck Asura right in the chest, causing a massive explosion and destruction. But when the smoke clears, Asura revealed to still completely be intact. "Your love taps won't affect me anymore." Asura said to the stunned Crash mage before punching him with his titan sized fist imbued with Darkness Magic; Gildarts felt a jolt of pain before he was sent flying several meters and into a wall.

"Gildarts!" Solaseed cried before looking at Lapointe angrily. "Betrayer of Zentopia, I'm going to purge you!"

"Are you going to make me confess and turn over a new leaf mother?!" Asura taunted. Faster than the nun or the legion leader could react the new demon blitz towards them and slashed at them with his claws; Solaseed cried out in anguish as her arms and legs had deep cuts that dripped blood. Byro gritted his teeth as he glanced down at the deep gashes in his chest as if he had been mauled by a savage beast. While still registering their pain, Asura rushed at the two and grabbed their heads and slammed them hard into the wall; he then backed away from his opponents who would wearily as they bled puddles from their wounds.

"Dammit, his powers have increased even more than ever!" Byro stated. "I didn't even see him, next thing I knew I was being literally ripped through!"

"Hang on Byro, I-Invigorate!" Solaseed cast her spell again; in a few seconds Byro found that his recent injury was gone. "There, that's all I can do for now, I hope it's enough."

"It'll have to be," Byro replied just before Solaseed fell to her knees. "Lady Solaseed, are you alright?"

"Just a little exhausted, I'm fine." the nun answered.

"More than a little, this battle is taking more from you than it is us. You spending a lot of magic to keep us alive and in fighting condition!" Byro stated. "You can't keep doing this,"

"Well it's not like I can stop now; we've got to stop this monster no matter what it takes!" Solaseed declared. Gildarts the staggered over to them. "Hold still Ace, I'll heal you."

"Forget it babe, save your magic for the fight; besides, I've taken worse damage than this." Gildarts assured.

"Your healing magic is remarkable Solaseed; a rare skill that you've clearly perfected after years of experience. But like all great things it can not last forever." Asura said. "How much longer do you think that spell can allow you to fight before your lives end? A few more minutes at best?"

"Guess we'll just have to find out!" Gildarts replied.

"For once we agree Gildarts, so let's find out!" Lapointe said as he pointed two fingers at his adversaries. "Darkness Stream!" The former Cardinal unleashed another wave of magic at his opponents but Gildarts quickly deflected it with his crash magic. "Gildarts, throw me towards Lapointe!" Byro ordered.

"Why?!" Gildarts questioned.

"Trust me!" Byro replied.

"Okay!" Gildarts complied by grabbing Lord Byro and hoisting him over his shoulder. "Get ready to fly!" he said. The Ace of Fairy Tail then hurled the Legion leader right at the self- proclaimed god of destruction; Byro held out his staff while focusing most of his magic power into it. "Divine Arrow: Human Javelin!" Streams of white magic energy sprouted out from the staff and coated over the Legionnaire turning him into a high speed human based projectile. Asura was prepared to block or swat the Legion Platoon leader away but Solaseed shouted "Shining Flash!" generating a blinding light that obstructed her adversary's field of vision; the inability to see left Asura stunned and he was soon struck right in the stomach by Byro's last attack, sending him crashing into the ground hard. On cue, Gildarts jumped into the fray as he held a huge sphere of crash magic in his palm. "Crash Bomb!" he exclaimed as he threw the attack at the evil Cardinal. Byro jumped to safety as Gildarts attack collided with Lapointe. After a mass explosion, Asura could be seen laying flat on the ground just before he stood back up with no serious damage from taking either attacks.

The Dark mage then crossed his hands over his chest and subsequently extending them at his sides. "Storm of Despair!" he shouted as he summoned forth a massive wave of lingering spirits; the lost souls began to cover the surrounding area and started whirling around Gildarts, Solaseed and Byro as they try to defend themselves from it. "Even if you have the power to crash, nullify or purify any type of magic for all I care, you cannot negate a human's emotion!" Lapointe said "Pain, sorrow and horror. You will experience the misery of your past and failures! Lingering souls, consume their flesh and vanquish their hope!" the former Cardinal declared as he watched as his enemies were attacked physically and mentally all at once, at the same time, coughing up blood. Gildarts felt burdened as he saw flashes of Cornelia leaving him after he failed to spend more time with her in their marriage before she died, his unwitting neglecting towards Cana for years, depriving her of a father she wanted while he hang around with Natsu or traveled more often.

Byro was wracked by all his past actions and overzealous beliefs that had done more harm than good in Zentopia's name and how even his own comrades in the Legion Platoon especially with Natsu, Lucy, Gohan, Happy and Coco had called him out made him realize that he was be no better than the enemy they fought against.

Solaseed recalled the time when she was young and arrogant in her glory days and foolishly believed she was invincible Angel until she ran into Master Hades attacking a town for Zeref's key during her Zentopian mission; he utterly destroyed her before the ex-2nd FT Master left her for dead after his Dark Guild got the key, which is why she can no longer see herself as an Angel like Sorano does, believing herself to be perfect she before retired and got into help people walk the right path and teach children like Coco and found peace within herself, and that she had failed to save the murdered innocence by Centurion's hand under an Evil Wizard's control which led to the Machias' deactivation; remembering all this, the Warrior Nun muttered something as she got up with her wings grew brighter, "You think this will stop us? Ha! What a joke! Pain and sorrow are what defines us and shaped us into who we are now." She declared "Just like Angel of your Neo Oracion Seis, I once had that foolish mindset that I had these divine powers and paid for it dearly thanks to my true weakness. That's the reason I retired to protecting and guiding the flock and how I made peace with myself!"

"As expected of the Warrior Nun to stand before The Devil just like in her glory days! Amusing but futile. Even now, I can feel your legs trembling in fear before true despair!" Asura laughingly commented at her shaky state.

She nearly collapsed when someone caught her and pulled her to her feet; she looked to her side and saw Gildarts helping her up while emitting immense magic power with glowing red eyes. "True, all of us are afraid of something, even me and we're afraid to show that fear to others because we don't want to look weak, but fear is not 'evil' nor does it make a person weaker than another. It's good to know your own weakness. If you know your own weakness, you can become stronger and also kinder." Gildarts preached. His magic started to expand making the ground beneath them crack.

Solaseed stared at the Crash mage in awe. "Such terrifying magic presence, like he could literally destroy anything. I didn't know there was a wizard with this kind of natural power." She thought before chanting "Lay a fire within our soul and another between your hands, and let both be our weapons. For one is faith and the other is victory and neither may ever be put out!" The Ace of Fairy Tail held up his hand and announced "All-Crush!" as the Warrior nun who shouted "Purge!", both released their magic powers and yelled "Sparking Drive Blast: Holy Shock!" Destroying the Storm of Despair; Lapointe expressed shock just before their wave of magic struck him and blew him away.

Lord Byro, still on his knees could not believe what just happened, he also felt ashamed as he knew he did not possess the same strength his comrades did before his conflict with Fairy Tail; even now, he was still planning to sacrifice Lucy Heartfilia in order to stop the Infinity Clock after defeating Lapointe, but now he wasn't sure if allowing his fear to continue to guide his actions was best anymore. Gildarts and Solaseed came over to the Legion leader and offered assistance which he accepted; Byro was pulled back on his feet and the prepared to make their final stand against Asura Lapointe. Though a bit stunned, the former Cardinal remained unwavering and proceeded to attack; he launched another Stream of Darkness Magic but the trio managed to negate it by combining their Crash, Nullification, and Ark together. Continuing to retaliate, Asura yells "Dance of Fire! Star of Ice!" summoning fire in his left fist and ice in his right. Gildarts and Byro charged and threw punches at his left and right hand respectively, canceling out the attacks.

"In Zentopia's-no Earth Land's name, HAVE AT THEE!" Solaseed declared as she swung her Ark-infused sword at Lapointe, cutting a slash across his chest that harms him greatly. Angered a bit, he shouts "Noah's Wind" and "Mad Thunder", throwing a blast of wind and lightning at the surprised Warrior Nun as her clothes were slightly shredded off. Catching the dark mage off guard, Gildarts socked him hard in the face, before nailing him with a roundhouse kick; Lapointe backflipped and landed on his feet before glaring at the Crash mage as blood dripped from his mouth; unbeknownst to him, the Legion leader was positioned behind him with his hands cupped together and focusing his magic into his palms. "Ever since that boy Gohan used this move against me, I've wondered if I could perform it myself; now's a good time to test it out in case I die from this fight." Byro thought before exclaiming "Divine Judgment Wave!" as he unleashed a massive purple blast towards the unsuspecting self proclaimed god of destruction. Reacting as quickly as he could, Asura yelled "Black Zenith!" firing a destructive black energy ball to counter the blast. Asura's attack pushed against Byro for a few seconds before eventually being nullified by the wave and then Byro's attack struck him.

"Arrows of Salvation!" after healing herself, Solaseed fired multiple light projectiles at the dark mage, grazing his arms, legs, shoulders and his abdomen.

The three mages continued their unrelenting assault against the mad Cardinal, repeatedly striking him, and their blows were no longer love taps to him, they were actually starting to inflict some serious damage to dark wizard. As he continued taking some more hits from his enemies, Lapointe grew more and more angry; eventually he became so furious that he shouted "ENOUGH!" creating a shockwave that blew Byro, Gildarts, and Solaseed away. The three mages stood their ground as their opponent was breathing heavily; blood spilled from all over Lapointe's as he channeled a malicious aura and gave his adversaries a look full of hatred. "You…you insolent pests! You've disgraced me for the last time!" Asura growled. "Up until now I've just been toying with you, but now…now I've had enough! This…ends…now!" Lapointe swirled his arms dragging a stream of dark magic with his hands. "Now, I shall send you three into the depth of darkness!" He then slammed his hands together, summoning numerous wailing souls to surround his adversaries. "With this attack I will decimate every single one of you, til only your bones and souls remain!"

"This looks bad, and his power just keeps growing," Gildarts stated. "Does anyone have ideas on what we should do now?"

"I'm afraid at this point, I'm not sure there's anything we can do; none of us has any strength left to counter such a powerful spell," Byro replied.

"There's still one thing we can do! A Unison Raid!" Solaseed said. "If we conjure up what remaining magic power we've got and put them together, we should be able to stop him! This is our last chance; we have to stop him now! We've latest this long, now let's finish this fight, for Fairy Tail and Zentopia!" The warrior nun started summoning the last of magic; the two male wizards followed her lead and brought out their remaining power.

"This is the end for all of you…Genesis Zero!" The wailing souls then flew straight towards the trio, ready to consume them completely.

"Armored by faith, driven by duty, tempered and humbled by experience, bound to smite the enemies of the Zentopia and protect the innocent, that's who I am: the Warrior Nun." Solaseed declared as she prepared for the final blow. "Ready boys?!"

"Ready Lady Solaseed!" Byro replied as he pointed his staff forward.

"I'm ready to end this for sure babe!" Gildarts declared while channeling all his magic power into his prosthetic arm; Solaseed gave them a smirk before grabbing the staff as well. Byro and Solaseed poured their magic into the Legion leader's weapon and shouted "Divine Arrow!" and "Omega Ark!" respectively; their attacks soured and hit Gildarts metallic arm, merging adding to his own power. Fairy Tail's Ace reared his fist back before thrusting it forward and shouted "Divine Crushing Fist of Retribution: Heavenly Judgment!" Gildart's fist collided with the Genesis Zero, smashing through it and obliterating the weary souls and sending a blast wave straight towards Lapointe.

"It can't be…he's destroying the Genesis Zero spell!" Lapointe thought in awe as the attack struck him; he tried to push it back but was inevitably overwhelmed by Gildarts attack. "THIS IS IMPOSSIBLE! I AM INVINCIBLE! I AM UNBEATABLE! I AM A GOD!" he shouted in despair. The blast wave expanded throughout the church, causing it to crumble all around them.

"AND WHAT'S A GOD TO A NONBELIEVER?!" Gildarts shot back. In the aftermath, the trio was heavily exhausted and standing in total wreckage with Lapointe laying on the ground before them in his normal state and shredded clothes; Byro and Solaseed were utterly shocked at the destruction from the combined power of the Triple Unison Raid they created, their jaws were hanging open from the sight. "Whoops looks like I wrecked the whole church." An embarrassed Gildarts said sheepishly.

"Our sacred place of worship…it's completely ruined." Byro muttered.

"Oh well, I guess it couldn't be helped," Solaseed sighed. "I'm just glad no one was around so there are no casualties."

"On the bright side, at least we won right," Gildarts stated.

"Indeed. The so-called God of Destruction shall harm the world no longer!" Solaseed proclaimed.

"Is that so?" Lapointe asked. The three mages looked over to see the mad Cardinal back on his feet despite being battered and bruised. "You may have bested, but you've all used up every bit of your magic, so now, you're all powerless; and as I've told you, my power is limitless. Even if you've overpowered my Asura form but I still have the Ki boost I received from the Combat Drug. Even in my condition, I can still produce one more blast which should be powerful enough to wipe you pests off the face of Earthland!" The Cardinal steadily raised his hand and aimed it at the mages. A red energy blast formed in his palm and the three braced themselves for the attack even though they lacked the strength to defend themselves; Lapointe gave a wicked smirk as he prepared to fire when he suddenly felt a jolt through his body. His energy blast disappeared and he fell to his knees while grasping his chest in agony; his entire started flickering and became transparent. "What's happening to me?! What have you fools done to me?!" he questioned.

"What's going on? What's wrong with him?" Gildarts asked.

"I know this magic," Solaseed muttered. "It's…personification,"

"Personification?" Byro inquired. "Are you saying…that he's not real?"

"I don't understand, why is this happening?!" Lapointe groaned. "You traitorous dogs, I'll have you all hanged for daring to oppose me! I'll eliminate you all!"

"I see…" Byro replied sadly as the Cardinal's face turned to one of fear... "I truly pity you, more than you know."

"Now I get it, this whole time he was just another part of the deception wasn't he?" Gildarts stated. "He's just a fake made from personification magic. I doubt he even realized he was a puppet until now."

"INSOLENCE! NOBODY PULLS MY STRINGS YOU ARROGANT BRUTE; I AM THE MASTER OF CHAOS! THE GOD OF DESTRUCTION!" Lapointe yelled furiously.

"You can deny it all you want, but the fact is you were nothing but a tool to your allies. And now you've worn out your use to them, so all that's left for you is to fade away." Gildarts said back.

"YOU'RE WRONG! I AM THE CARDINAL OF THE MIGHTY ZENTOPIA! I AM NOT A PUPPET!" Lapointe shouted as he forced himself back to his feet. "I WILL DESTROY ALL OF YOU FOR DARING TO SAY SO! I AM NO ONE'S TOOL! I AM THE NEXT MASTER ZERO! I WILL RULE EVERYTHING!" Lapointe put his hands together and formed another huge Ki blast to fire at his opposers who weren't the slightest bit shaken; once again the disappeared as his condition grew worse. "Why…"

"You no longer have the energy to fight," Solaseed explained. "That unstable Combat Drug gave you an enormous amount of power, and you used it to endure the battle you had against us; now the only Ki left is from your own life force. If you keep trying to use it, you'll burn out completely. It's over Lapointe, just accept it."

"No …I can't accept this…I…won't…" Lapointe muttered before he fell unconscious and collapsed on the floor.

"He's completely drained, he doesn't have long now." Byro said.

"It's almost sad to see him go like this," Gildarts said.

Solaseed walked over the dying Cardinal and knelt beside him; placed her hand on his back. "In nomine Patris et fillii et Spiritus Sancti..." she muttered as her hand started emitting magic. "Invigorate." Lapointe's body glowed white before his color came back and he became solid again. "There, I've stabilized his life force; he'll recover in time but for now he's still out of commission."

"But why Lady Solaseed, after everything he's done?" Byro questioned.

"Yeah babe, I mean it's not like he's a real person anyway, so why save him?" Gildarts asked.

"I know he'll probably never change his ways after this," Solaseed started say.

"Forget the probably, he'll most definitely never change." Gildarts interrupted.

"Maybe so, but you're wrong about one thing, he is a person." The nun answered. "Personification magic does more than make a human from any object; it gives and creates life. It allows the object to think, feel and respond to things the way we do. They think, they feel and they use magic like us; they have emotions, desires and will that's what makes a real person, whether good or bad. Besides, he can't pay for his crimes if he fades from existence."

"How nice, the mighty Solaseed has given me a second chance," the Cardinal said mockingly. "You truly are a fool."

"Maybe, but at least I'm not a puppet." The warrior nun said back.

Lapointe gave a neutral expression before glancing at the heavens. "It doesn't matter if you've won this battle, you'll never win the holy war."

"You're wrong pal," Gildarts said. "Guess you still haven't learned even though you've lost, but my kids will win just like we did."

""That's not what I meant," Lapointe clarified. "After this battle, there's no doubt in my mind now that there is a chance that the Neo Oracion Seis can be defeated; however it is their defeat that may lead to this world."

"What do you mean by that?" Solaseed inquired.

"Once all of six seals have been broken and the Celestial mage has merged with the Infinity Clock…the Demon King Doryu will be released; and when that happens…no one will be able to stop him!"

In another location on the castle, Erza and Wendy were facing off against Cobra; the girls threw everything they had at the snake demon but he merely deflected them. Wendy let out a breathe of wind and lightning while Erza attacked with her Sea Empress armor, but Cobra just unleashed a sound wave that blew them away. "It's pointless; even with your Ki increase the two of you don't have the power to defeat me!" Cobra said.

"You're wrong! We will stop you and we will save our friend!" Wendy declared. The Sky Maiden rushed towards the Oracion.

"Wendy, wait! Don't attack him!" Erza warned as she changed into her Robe of Yuen.

"Poison Dragon Scales!" Cobra shouted, launching a barrage of scales at the young girl; the Sky Dragon Slayer dashed through the air, evading the projectiles while getting closer and closer to the Oracion. She finally reached him and swung her fist at him. The 2nd gen Dragon Slayer was unnerved as he blocked her strike with his wing; Wendy was surprised by this but quickly got over it and attempted to throw another punch. Once again, Cobra intercepted her attack by wrapping his tail around her wrist. "Nice try little dragon, but not enough!" Cobra mocked her as she struggled to get free. The Poison Dragon smirked as he kicked Wendy in the stomach, sending sound vibrations throughout her before tossing her aside.

"I've got you!" Erza cried as she ran to catch her friend.

"You're mine Titania! Poison Dragon Roar!" Cobra yelled as he fired his breath attack at the fairy girls. Erza quickly caught Wendy turned around to shield her; her back took the full force of Cobra's attack before tumbling across the large chain with Wendy. "I'll never get tired of hearing your pain and suffering."

"Wendy, are you hurt?" Erza asked.

"I'm alright. But you got hit by his spell," Wendy stated as she placed her hands near Erza's back. "I'm sorry, you got hurt protecting me,"

"Its fine, just try not to be so rash," Erza instructed.

Wendy finished healing Erza's back and the same red scale appear there too. "These scales again? Why do they keep appearing? Are they taking most of the damage for her?" she thought.

"Wendy, what's the problem?" Erza asked.

"Well, there's this on your back…" Wendy started to say.

"Hey, if you ladies are through fighting, then I'll just finish off now!" Cobra said as he charged at the fairies.

"Wendy, get back!" Erza cried as she pushed the little girl out of the way and summoned her spear to counter Cobra's strike; she swung her weapon at the Oracion several times but he dodged her slashes effortlessly before grabbing it with his tail.

"I can still hear your movements Titania!" Cobra stated just as he snapped her weapon in half. "And now…you're finished!" he then struck the Fairy Queen multiple times with his poison coated claws. Erza blocked a few of them before being knocked backwards. "Something's wrong! My claws made contact but it didn't feel like I pierced her skin." Cobra thought as he looked at Erza and spotted more red scales appearing on her body. "What the hell is up her? What's with those scales?! Not like it matters, I'll still end her!"

"Erza!" Wendy cried as she ran to help her friend.

"Wendy, stay back!" Erza warned.

"You should listen to your friend little dragon and stay put!" Cobra said as he swung his arms, unleashing a wave of his poison to blow Wendy away. "Just wait till I've finished off Titania, then you and I will have plenty of time to play."

"I will not let you harm her!" Erza yelled as she tried to kick the dark mage. Cobra dodged her and slapped her back with his wing; Erza bounced off the chain and nearly fell but managed to grab on with one hand in time. "Tell me something Cobra, why do you go to such lengths to gain power?! Causing all this chaos and pain, dragging the whole world into your sorrow?!" she questioned him. "Is your desire for vengeance that strong?!"

"Yes, and that's not all Titania, I'm doing this so I can face Cubelios!" Cobra answered. "Now that I've given up all that I had I have no fear of losing everything; and without that kind of fear I have true power!"

"Listen up everyone, we found a way to slow down Lucy's merging with the Infinity Clock!" Warren alerted everyone through telepathy. "I'll go ahead and let the Archbishop explain to you."

"For the clock to fully merge with the sacrificial celestial wizard, it must slowly become integrated with the person's mind as well as their sense of time. To put it another way, it must combine with her memory." Zentopia's leader explained. "The chains extending from the Infinity Castle serve two purposes; not only do they spread the Real Nightmare spell throughout the earth, but they also absorb the magic power and memories of those who dwell on it."

"So we can buy them some time, but we're gonna have to break those chains! The Legion Platoon's already started the job, now we gotta help them finish it." Warren instructed. Not long after the message was relayed to everyone, many of the available mages started using their magic to sever as many chains as possible.

"It's time I finish you once and for all!" Cobra declared. "Cubelios, you gave me one final breath before you departed; now I'll put it to good use! I'll rot the flesh off your bones! Poison Dragon Roar!" The Oracion released his breath attack straight at red haired mage; a flash of light consumed Erza just as Cobra's attack collided with her.

"Erza no!" Wendy cried.

"What happened?!" A confused Cobra questioned. When the smoke cleared, Erza Scarlet was standing on the chain while wielding the holy hammer.

"This ancient weapon was created to ward away evil; as you can see, it proves quite useful in battle!" Erza said.

"I can't hear your thoughts if you don't know them yourself!" Cobra stated. "You grabbed that weapon completely out of instinct!"

"You should try listening to my heart!" Titania advised.

Cobra took her advice and soon learned what she was planning."So you're willing to make a sacrifice after all; you plan to cut these chains and risk killing us both!" he revealed. "However, you're a greater fool than I believed if you think I'm just gonna let you do that!"

"Just try and stop me!" Erza yelled as she jumped to smash the chain with her hammer. Cobra quickly intercepted her path and blocked her swing with his forearms.

"What the hell?! Is this thing really that heavy?! I can feel its weight trying to snap my arms." Cobra thought. "Her strength doesn't help, better be careful when I'm stopping her swings."

"Let's try this again!" Erza said as she attempted to smash the chain again; the Oracion stopped her palm striking her in the stomach and sending her reeling backwards. Titania gathered herself and tried again, every attempt she made was cut off early and countered with one of Cobra's poisonous strikes. Wendy watched as her older sister figure continued to struggle at the 2nd gen Dragon Slayer.

"Erza needs me…and I'm just sitting back like always," Wendy thought as she struggled to stand. "It's always like this…whenever I'm in trouble, my guildmates always protect me, but when they need me all I can do is support them with my magic but it's not enough. I'm a wizard but I'm not like Erza. I'm a Dragon Slayer but I'm nothing like Natsu or Gajeel; I came here to save Lucy, but I'm not doing much to help…no matter how hard I try...it's never enough."

"Stop doubting yourself child!"

"That voice…it's Grandeeney!" Wendy thought before her mind was suddenly inside a black space where there was only a small white light that could be seen.

"You said it yourself, your friends need your help and you have to help them. So what are you waiting for?" Grandeeney inquired. "Always remember that you're a true Dragon Slayer just like the Son of Igneel, that means you have just as much power as him; if you believe in your power will always respond my child. Never forget that you are my daughter and I am proud of you and whenever you need strength, I will always be here to give it you."

Wendy snapped back to reality and stood up; as she watched Erza battle Cobra her body started emitting the gold outline from her Ki boost. "Grandeeney's right! I am a Dragon Slayer and my friends need my help! I can't doubt myself, I have to help them! But…I don't have the kind of power to match Cobra's…"

"The power comes in response to a need, not a desire!" the Dragon Slayer remembered the words of her Saiyan friend. "You have to create that need!"

"If only I was strong like Gohan, Natsu and Erza! If only I had their power!" Wendy thought. "No! I have to be strong! I need that power! If I can't do this, then I'll lose everyone! I WON'T LET THAT HAPPEN!" Suddenly, a loud yell was heard and a massive gust of wind blew across the chain, cracking it; the gale force spread towards Titania and Cobra who stopped fighting upon its impact.

"What the hell was that?!" Cobra asked. He looked to his right and saw a flash of pink just before he felt something crash right into his chest; a second after the impact, the snake demon was blown onto another chain by a strong gust of wind. Erza had shielded her face from the breeze when it passed and she looked to see a small girl with glowing pink hair standing in front of her.

"Wendy, is that you?" she asked the girl.

The Sky Maiden glanced at her hand as she felt her new strength. "I can feel it…this great power, it's unlike anything I've ever felt before." She thought as she closed her eyes. "I hear the voice of the wind, I feel the pulse of the sky in my veins, for as long as this last…"

"Wendy, what's happened to you? What is this form?" Erza inquired.

The 1st gen Dragon Slayer looked back at her friend with her pink eyes, showing that she was filled with a new resolve. "Erza listen," she started to say. "We don't have before Cobra gets back up; when he does, I'll attack him head on. While his attention's on me, you can start cutting the chains."

"Wendy no! He's too strong for you! We have to face him together!" Erza argued.

"Erza, we have to save Lucy and stop the clock; we can only do that by severing these chains." Wendy replied. "Cobra won't just let us do that, so one of us has to keep him occupied. With that big hammer you should be able to smash the chains a lot quicker than me, so I'll buy you the time you need. Don't worry about me, I'll be fine."

"Are you saying you defeat Cobra with this new power of yours?" Erza asked.

The winds around Wendy grew more violent as she clenched her fist. "I don't if I can beat Cobra, but I can definitely show him what a real Dragon Slayer can do!" she assured before jumping off the chain and dashing towards the Oracion.

Cobra got up and spotted the daughter of Grandeeney charging towards him. "The Sky Maiden's the one who hit me?" he asked. He thrust his claw forward to counterattack, but Wendy immediately disappeared from his sight."Where'd she go?" His question was answered when he felt a sharp pain in his back; he looked behind himself to find the Sky Dragon with her fist extended. He glared at her and tried to strike her with his tail only for her to disappear again and appear at his front right before giving him an uppercut to the jaw. The blow sent Cobra flying upward; he caught himself in the air prepared to attack, only to find that his opponent had vanished again.

"Sky Dragon Roar!" Wendy exclaimed from above her opponent. Cobra only had enough time to see the breath attack coming towards him before he was blasted back onto the chain.

"So strong and fast, how is it possible? What is this new power of hers?" Cobra inquired as he glanced at Wendy just as the winds around her took the form of a dragon. "No, it can't be..."

"It's...the Dragon Force!" Erza muttered in awe; she then came to her senses and stood up with her hammer. "Now's my chance! While he's focused on Wendy, I can start cutting chains; I just hope Wendy can handle herself long enough." Erza then left to do her job, leaving the two Dragon Slayers to face off.

Cobra and Wendy stared each other down as their tension rose by the second. "That really is something ain't it kid? To think that it could even bring out the Dragon Force for someone like you." he taunted her but got no response. "What's wrong Sky Maiden, feeling anxious? It's understandable, I don't think there's ever been a time where two Dragon Slayers in the Dragon Force have fought each other. This'll definitely be an interesting battle, don't you agree?" Wendy still said nothing to her fellow Dragon Slayer which made Cobra curious. "Why won't she answer? What could she be thinking?" he thought as he tried to read her mind; to his surprise, the only thing he could pick from it was "Don't think, just fight!" "Weird, I can still hear her thoughts, but their just one tracked. She's only thinking about taking me on. Okay then, might as well give what she wants." "Alright then, let's go! Mind if I start us off?" Cobra asked.

"Go ahead," Wendy replied. Cobra did so by flying straight towards the 1st Gen Dragon Slayer. Wendy reacted by disappearing and reappearing at his back to punch him; however, Cobra quickly turned and blocked her blow with his forearm.

"Your speed caught me off guard the first time, but now that I've seen it I can easily read your movements and adapt to them." Cobra then socks her, sending her bouncing across the chain; Wendy immediately gets back up just as Cobra charges at her again. The Sky Maiden manages to evade him and kicks the Oracion in the face, he shrugs it off and tries to slash at the younger Dragon Slayer who dodges him swiftly; the two then threw fists at each other, clashing with a mixture of Poison and Sky Dragon Slaying magic. "I hope you're ready to die! Poison Dragon Fang Crush!" Cobra launched a large blast of his poison shaped like a snake at Wendy and she dodged it while swinging her arms.

"Sky Dragon Wing Attack!" she exclaimed as expelled a massive whirlwind and threw it at her opponent.

"Poison Dragon Twin Fang!" Cobra shouted as he swung his arms, creating a wave of poison to counter Wendy's attack; the two attacks collided, creating a large poisonous cloud around the chain. Wendy covered her mouth to prevent herself from inhaling the poison as she looks around for the dark mage. Suddenly, Cobra flew right through the gas at her right with his right claw ready; Wendy sensed his approach in time and managed to evade him. Cobra turns at her and smirks as three claw marks appear on Wendy's cheek. "Nice move, I'm surprised you were able to detect me even though the poison cloud; your sense of smell must've helped with that." Cobra said.

"Actually I almost didn't sense him cause he's giving off the same scent as his poison now," Wendy thought before wincing from the stinging in her cheek. "Ow, my cheek burns, he must've gotten a little of his venom in me from that strike."

"That's right, though it was a small douse, it'll eventually wrought your body away unless you heal it with your magic." Cobra stated. "Oh, that's right. You can use your magic to heal anything...except yourself."

"It doesn't matter; I'll defeat you before your spreads!" Wendy assured.

"Heh! You still think you can defeat me?" Cobra questioned. "Don't you release how the situation is for you? You are using the Dragon Force, however your friends have clearly stated that I have acquired the more advanced state, the Dragon Force 2 remember? That means I considerably more powerful than you; you have no chance of surviving little dragon. Knowing this do you still want to fight me?"

"Yes!" Wendy answered immediately.

Cobra raised an eyebrow at her. "Why is she so determined even when she knows she'll lose? I don't understand, what is she thinking?" The Oracion attempted to read her thoughts, but like before he could only hear 'Don't think, just fight!' from her mind which confuses him more. "She's hiding her thoughts from me, letting her instincts builds her actions in battle, but why? What is she planning?" The two Dragon Slayers the hear a loud banging noise from a distance; Cobra looks over to see a bright gold light as it dies down and reveals Erza Scarlet just finished severing another chain from the Infinity Castle. Cobra spots a few other broken chains behind Titania surprising him; Wendy's face becomes a bit uneasy, letting her mask slip and allowing Cobra to hear the thoughts she kept hidden. "So that's what you were up to, you were just keeping busy while Titania cuts those chains!" Cobra said furiously while facing Wendy. "You've made a fool of me Sky Maiden, but now I'm going to end this little game!" The snake demon flew over to attack the Fairy Queen.

"NO!" Wendy shouted as she dashed after him. She quickly caught up to him and yelled "Sky Dragon Talon!" as she kicks him square in the back, sending him crashing down onto another chain before meeting him there. "Don't turn your back on me! If you want to get to her, you'll have to defeat me first!" she said.

Cobra gets up and glares at the Sky Dragon. "Alright kid, you wanna die first then I'll grant your wish!" he says as his claws emit streams of poison. He charges at her and slashes at her rapidly. Wendy swiftly evades his strikes before countering with her own barrage of punches; Cobra blocked her flurry of gale fists but was slowly being pushed back. She eventually broke through his defenses and shouted "Sky Dragon Cyclone Fist!" as shesocked him in the cheek. "Talon!" she continued her attacking Cobra by kicking him in the gut. "Sword Horn!" she attacked again by skull bashing him in the chin. "Crushing Fang!" she ended her assault by slashing across the chest; Cobra grasped his chest and staggered backwards while Wendy took a deep breath. "Sky Dragon Roar!" she let out a massive blast of wind from her mouth that struck the Oracion and knocked him onto his back. Wendy then jumped over him to attack again, Cobra quickly countered by holding out his right claw and firing a red energy blast that hit the Sky Maiden and blew her away; she landed on the chain as her adversary stood up and glanced at his claw.

"I almost forgot I could do that." Cobra said as slowly approached Wendy; he placed his hand on his chest, catching a bit of his own blood from the claw mark Wendy left. "I was wrong to assume that you wouldn't much of challenge to me just cause you were in a lower dragon force state then mine, but I won't make that mistake again." He assured as he prepared another energy blast; Wendy got up in a haste and jumped just as Cobra fired. The Oracion tried to attack her again by slashing at her; Wendy evaded again but Cobra managed to scrape her leg. The Sky Maiden fell to one knee as poison seeped from her leg. "Now I'm gonna pay you back what you dished to me tenfold! Poison Dragon's Fang Slice!" The snake demon uppercut Wendy, sending her flying upward; Cobra then jumped up to meet her and yelled "Poison Dragon Spiral Jaw!" as he kicked her back onto the chain. The daughter of Grandeeney staggered to her feet as Cobra came at her again.

"Sky Dragon Roar!" She exclaimed as she fired her breath attack again; Cobra simply held up his hand and deflected the hurricane-like blast.

"You no longer have the power to fight back, so I'll make this quick! Poison Dragon's Requiem!" Cobra said as poison like aura appeared over his body. "I can hear it, you're pain. Your breathing's getting heavy, your heart beat's accelerating, and bones are beginning to crack from my blows! Even with your Dragon Force you can't last much longer." Wendy body started shaking in fear, proving his point. "And now…you're finished!" Wendy put her arms up defensively as Cobra bared his fangs and claws and rushed in for the kill.

With Erza, she had just finished severing her seventh chain and took a break to catch her breath. "Cutting these chains is proving to be a more difficult task than I expected, but it must be done if we hope to save Lucy." She said before thinking. "I wonder how Wendy's faring against Cobra," Her question was answered when she heard the scream of her guildmate. "Wendy!" she looked until she spotted something that made her heart stop; Wendy was being thrashed around by the Oracion with the inability to fight back. Eventually, Cobra stopped as Wendy laid on their chain battered and bruised. Cobra smirked as he walked towards the defeated Sky Maiden and picked her up by the head. "No, Wendy!" Erza cried as she jumped across chains to get to the Dragon Slayers who were flying upward thanks to Cobra.

Cobra took Wendy very high up before stopping. "Well, it's been fun little dragon, but it's time to end this! Don't worry, I'll be sure to finish off Titania and Salamander so they can be with you in the afterlife." He said as he held her up to the heavens. "Goodbye, Sky Maiden!" He then threw her downward before diving after her.

Still too many chains away from her friend Erza persisted in trying to get to Wendy. "Damn it! I won't make it in time, even with my fastest armor!" she thought when she saw Cobra was getting dangerously close to the Sky Maiden. In desperation, she threw the giant hammer at the Poison Dragon Slayer; Cobra nearly made it to Wendy when he was struck by the hammer and sent flying onto another chain. Erza then jumped after Wendy to catch her, but the little girl had a head start and gravity seemed to be working against her as Wendy was falling much faster. "No! None of my armors will help me get to her or pull up before we hit the ground!" she thought as she gazed at Wendy's unconscious face. "Curses! If only I had the power to defeat Cobra sooner, Wendy wouldn't have had to face him alone and she wouldn't be about to die right now! No! I can't think like that, I have to save her! I need that power, the power to save Wendy! To save Lucy! TO SAVE ALL OF MY LOVED ONES!" Suddenly her body started glowing gold and then blood red; her hands soon changed into claws, her feet into talons, two massive wings and a tail sprouted from her back, her ears became webbed and flat while horns appeared on her head. Her skin turned red, her teeth grew into fangs, and crimson colored scales covered her feet to her knees, her elbows to her hands, her wings top part, her tail, her breast and her lower half in between her abdomen and her thighs forming a scaly bikini. Erza didn't have time to register her transformation as she started descending faster and got closer to Wendy. She grabbed the Sky Maiden's ankle and pulled her in close; her wings immediately spread out, catching the wind with them and swerve upward away from the ground. The Fairy Queen flew onto another chain and carefully placed down.

"Erza…is that you?" Wendy inquired when she saw her new look.

"It is me Wendy." Erza said "Are you alright?"

"I'll be fine, but what happened to you?" Wendy questioned. "You're…a Dragon?"

Erza finally glanced at herself, witnessing her new form for the first time. "It appears I've become a humanoid dragon like the form Cobra has taken. Though the change was sudden, I am not bothered by it." Erza replied. "I feel incredible, overflowing with power; and yet, I still feel like myself, my mind is still my own as though this transformation is natural."

"Okay, but will this new power be enough to stop Cobra?" Wendy asked.

"We're about to find out," Erza answered as she held up her right claw and caught the holy hammer; she looked over to see the Poison Dragon on another chain with his claws out, showing that he threw the weapon at the Fairy Queen. "Stay here Wendy and get some rest, I'll finish this!" she instructed.

"Okay, be careful Erza." Wendy said.

"Not to worry, I will end this!" Erza swore before taking the hammer and going over to meet Cobra; the two stood on opposite chains staring each other down.

"So now that the little dragon's out of commission, are you ready to pick up where we left off Titania?" Cobra inquired.

"Yes, and rest assured I will strike you down!" Erza replied boldly.

Cobra raises an eyebrow at her before saying "Gotta say I never expected you to take on the form of a dragon, it makes a guy wonder; how exactly did you pull it off? Care to explain?"

"Like I told Wendy, I have no idea how this transformation came about." Erza answered. "All I know is that it has granted me newfound strength, and I intend to use it to stop you once and for all!"

"She should know it's no use lying to me since I can hear her thoughts." Cobra thought as he tried read Erza's mind; only to be surprised when he couldn't find an answer to explain her new form. "So, you really don't know why this happened. But what we do know is that there's no way you can be human; maybe you're a Dragon Slayer like us, not that I care. All that matters is that you now resemble a dragon, which means I now have the opportunity of slaying another one for my title. So I'm gonna enjoy this a lot!"

"We'll see which one of us will be slain by the end of this fight!" Erza shot back as she charged at the Oracion with her hammer ready. She swung at him but he dodged her strike and tried to slash her with his poison coated claws which she blocked with her forearm; surprised when his claw couldn't break her scales, Cobra left himself open allowing Erza to head-butt him in the face. Cobra winced and Erza struck him in the stomach with the hammer, knocking him on his back. Erza didn't let up as jump to smash him with the holy weapon again. Cobra quickly put up his arms and crossed them, forming a shield of poison. Erza struck the poison guard, unleashing a flash of gold light, but this allowed Cobra to get through and sock Titania in the face before blowing her away with sound magic; Erza caught herself with her new wings just as Cobra took a deep breath. "Poison Dragon Roar!" He hurled breath attack at Titania who held her hammer up vertically to deflect it.

Somewhere close by, a certain purple haired mage was, against all logic, running towards where Erza and Cobra were duking it out. "I can hear it, it's calling me! It's so close now! The voice is getting stronger, the voice of my friend!" Kinana thought with a hopeful expression.

Both dragons had paused their right for a moment. "She's even stronger than before, but I can't lose! I have to win...for Cubelios!" Cobra thought as he glanced at Titania, unwilling to back down.

"Cobra, you told me your power from the things you've lost, your sacrifices." Erza started to say. "Having nothing to lose isn't the same as being strong!"

"If you have a point then go ahead and make it!" Cobra replied impatiently.

"Fighting to protect what you hold dear, not throwing it all away! That's true power!" Erza made her point. "You can't live only for yourself, not caring about anything else! If you ask me that's the very definition of cowardice!"

"What?!" Cobra asked angrily.

"If this friend of yours were to come forth how could you even look them in the eye?!" Erza questioned as she swung her hammer. Cobra threw another poison guard up to counter her strike; the two attacks clashed in a mixture of red and gold as Cobra jumped through it to get to Erza.

"Shut up!" He shouted as he pinned her down with his sound magic. "You lasted longer than I expected but it's over now! Time to die Titania!" Just as he was about to deliver the final blow, he stopped when he heard something in the distance, something familiar..."Cubelios? It can't be! No way! But still, I hear her! She has a different body but I can still hear her mind! It's hard to believe, but I know it's her!"

"It seems you've also sacrificed your focus in battle!" Erza points out.

"You say even though you're still at my mercy!" Cobra shot back. "If you had the chance then why didn't you attack me?!"

"I was going to, but I decided to let her do it." Erza replied with a smirk.

"Say what?" Cobra asked. His question was answered when he looked over and saw something flying towards him. Wendy was coming at the 2nd gen Dragon Slayer with her right leg surrounded by a whirlwind. "Sky Dragon First Sky Arrow!" she exclaimed as she threw the gale attack at the Oracion, striking him and blasting him away from the Fairy Queen. Wendy came by her side just as she got back to her feet. "Are you hurt Erza?" she asked her.

"I'm alright, but I'm surprised that you were able to get back up soon," Erza replied.

"I had to help you, that gives me the strength to keep fighting!" Wendy said.

"I'VE HAD IT WITH YOU FAIRIES! YOUR LIVES END NOW!" Cobra yelled furiously.

The fairy girls looked each other and nodded. "I think it's time to finish this," Erza said. "Don't you agree Wendy?"

"Yes, let's do this!" Wendy said before raising her hand. "Now, all physical abilities up! Deus Eques!" A sky blue light appeared and engulfed both Wendy and Erza; the girls then charged at Cobra who revved up and charged at them. They split apart and started attacking Cobra one after another. Cobra was continuously being overwhelmed to the point where he couldn't fight back; finally getting tired of being on the losing end of the fight, Cobra shouted "ENOUGH!" before taking in a very deep breath. "Poison Dragon Roar!" exhaling greatly, he let out the biggest breath attack he's ever produced at the Fairy Tail mages.

Wendy quickly got in front of Erza and took her own deep breath. "Sky Dragon Roar!" she fired her signature attack to counter Cobra's; the two coats collided and pushed against each other. Erza watched as the struggle seemed to be equal, neither had the upper hand at first but then Cobra's roar started to slowly overtake Wendy's. "I have to help Wendy, but how?" She wondered. "What if I could produce my own roar? I am a dragon like them, perhaps I should try it." Titania closed her eyes and took a deep breath; she felt her power begin to build up inside her and store itself in her jaws. "Crimson Dragon Roar!" she opened her mouth and let out a red laser like blast that crashed into Cobra's attack. Even with the two roars Cobra was still overpowering them; Wendy and Erza then put their hands together and channeled their magic, merging their energy into one. Their breath attacks then mixed together into one single roar, forming a…Unison Raid: Castle of the Scarlet Wind Dragon!

Cobra struggled to hold his ground but the girls' unison raid overpowered his roar, breaking through and hitting him right in the chest; the Oracion was blown backwards into another chain, extremely hurt from that attack but the fairies weren't done with him yet. "Now Wendy!" Erza yelled.

"Right!" the Sky Maiden complied as she went behind her friend. "Sky Dragon Wing Attack!" expelling another whirlwind from her hands, she launched the Fairy Queen at the Poison Dragon Slayer. Erza readied the hammer as, making the head of the weapon shine bright with gold except now the insignia on it wasn't for Zentopia, it for the Fairy Tail guild. "Damn you!" was all Cobra could say as he was unable to evade her strike in his condition; Erza slammed the holy hammer on his abdomen, making him a scream in agony as he was engulfed in the gold purifying light and sent flying right through the chain and off into the distance.

"Having friends to care for doesn't make you weak, it's the exact opposite! You realize that now, don't you Cobra?" Erza thought as she watched him fly off in defeat. "I know you'll hear it, the voice of your friend calling out to you, telling you that you still care." She then turned to Wendy and smiled before declaring "It's over Wendy, we did it."

"Yes...we won...now we're closer to saving Lucy...I'm so glad..." Wendy managed to say before collapsing on the chain.

"Wendy!" Erza quickly rushed to her side and helped her up. "Are you alright?"

"Yeah, just exhausted, not to mention Cobra's poison is starting to take affect." Wendy replied weakly.

"Don't worry, we'll find you some help. I'll get you to Lady Solaseed right away." Erza said as she placed the little Dragon Slayer on her back. She was prepared to fly when her body started glowing again and she found herself back in her usual armor. "The dragon form has worn off," she thought. "The power is gone for now, but I can still feel it deep within. This does bring the question, how did that happen? And... what exactly am I?" she looked off into the distance before going off with Wendy.

In the distance, Kinana heard something and looked up. "That's him! I can hear his voice! And there's the shooting star!" she gasp when she saw what looked to be a falling star but was actually Cobra crash-landing; as soon as he hit the ground, she ran in his direction. "It's true, that is him! He's come back to me!"

"Warning, another seal has been erased, now only two remain." Lucy alerted everyone.

"Alright!" Happy and Coco cheered.

"Aw yeah! Now all we gotta do is kick you and Midnight's butt and it'll be over!" Natsu stated.

"How can you be so stubborn and single minded?!" Imitatia questioned. "At this point all you're doing is delaying the inevitable! It's far too late to change anything!"

"We'll see about that now won't we?!" Natsu shot back as he, Mira, and Elfman charged at the sixth Oracion.

Somewhere else, Gajeel was still facing off against Midnight; their ongoing battle inside had caused major damage inside the Infinity Castle with both combatants bruised, bloodied and clothes shredded. "Iron Dragon Hard Fist!" throwing a punch at the Oracion leader, Gajeel managed to push him back a bit. Though he was able to block the attack, Midnight still took some damage from the blow. He then countered with his Dark Delete, successfully putting a few cracks in the iron scale armor though the Dragon Slayer was still standing. Midnight then blitzed in front of Gajeel and kicked him upward and the Dragon Slayer quickly caught himself by using his Iron Dragon Foot Blade to stick to the ceiling. "Dragon Slayer Secret Art, Karma Demon: Iron Spiral!" Gajeel shouted as he jumped towards Midnight with his legs forward as they shifted into a giant drill that was rotating rapidly. "Dark Capriccio!" The Oracion countered with his piercing attack; the clash between the two caused another massive explosion that further damaged the castle's clock interior further and both mages backwards. Black Steel recovered first and threw several kunai at his opponent and scraped his shoulder, arm, and leg.

Angered, Midnight powers up even further retaliated with Dark Espada and slashed Gajeel multiple times, cutting through his Iron Dragon Scales and making him bleed. Now equally angered the Son of Metalicanna shot his left leg in the form of a lance towards Brain II that struck him right in the stomach before unleashing a barrage of Iron Dragon Club and firing his breath attack that wounded Midnight even and shredded his clothes a before knocking him flat on the ground. Thinking he was defeated, Gajeel went over and took a few bites from the castle's metal parts to replenish his power when he noticed Midnight getting back up; though he looked injured, the Oracion seemed unfazed from the damage he received. "I commend you for managing to knock me down; guess it was wrong to think you'd be a boring warmup." Midnight said. "But now, playtime's over!" To prove his point, Midnight dashed at the Iron Dragon and struck him in the gut; Gajeel threw up blood as he felt his armor being dented before he was sent flying into a wall. "That was just a taste of what my true power will feel like."

"Damn, he got me with one blow but it feels like my whole body's been nearly broken." Gajeel thought as he tried to move but couldn't. "Damn it, I can't move!"

Midnight brought out the enhanced Combat Drug and gulped it down; in an instant his wounds were healed, his muscles bulked up slightly, his ears elongate further, his canine teeth enlarge, dark marks appeared on his forehead, nose and under his eyes. He gained a scale-like pattern climbing up the front side of his neck, his hands became skeleton-like, split into phalanx-like segments and sporting pointed ends where his nails should be, and his feet changed into something reminiscent of bony, plate-armored footwear, with an additional protrusion jutting out on the back. He most notably grew a segmented, bony prehensile tail, getting thinner as its nears its end. Midnight sported a dark, high-collared vest, left open to reveal plate armor underneath; this garments has armored sections in correspondence to the Neo Oracion's hips, possesses puffy short sleeves, located below massive pauldrons covered in large spikes, that came with a long dark cape, which is light on the inside. Midnight's sleeves extended in thin strips over his biceps, which, not unlike the rest of his arms, were covered in lines at regular intervals, and sport bony structures going from his elbows to his wrists, exposing the inner parts of his forearms. He now donned a dark, extremely baggy pants, with a belt circling his waist and holding up a waist guard composed by two dark, slightly curved plates with elaborate edges; adorning his calves are bony structures not unlike those found on his arms, his pants continuing under them.

"What the hell is this?!" Gajeel questioned.

"This is the True Power of Darkness; the power that will destroy you completely. This…is my Zero II form!" Midnight replied. He then lifted his hand, instantly gathering a spiraling mass of Darkness Magic into his palm. "Darkness Weight!" he shouted as he threw the attack at the Dragon Slayer.

Gajeel quickly yelled "Iron Dragon Roar!" and launched his breath attack to counter Midnight's attack; the collision resulted in a large, spherical explosion, causing great damage to him and the surrounding area.

"I'm surprised you managed to block that; that attack is impossible for anyone to easily shield against because of it's darkness affinity and it's weight is more than 400 Megabuls!" Midnight explained to Gajeel who was collapsed on the ground with his Iron Scale Armor completely destroyed.

"Damn, it took all of Salamander's strength or Yomazu trying to slice and dice me to just to crack my armor; yet this guy shattered it with one hit." Gajeel thought. "Guess it's time to abandon defense go all offensive!" The Dragon Slayer then got up and jumped over the Neo Oracion's head. "Dragon Slayer Secret Art, Karma Demon: Iron God Sword!" he yelled as he formed a giant blade with his hands. By drawing ethereal glyphs in the air into one hand, Midnight formed a long, slender double-edged sword with a straight blue blade that was secreting a dark substance and also sports a grayish cross guard (with a triangular black section extending over the blade itself) adorned by six purple spikes curving towards the blade; the largest two were located at the end of the cross guard's arms, while the other, smaller pairs sit around the blade itself. The hilt and pommel were purple as well, with the latter being covered in rounded, straight spikes.

"Demon Sword of Darkness!" Brain II exclaimed as he uses his newly formed weapon to block Gajeel's strike; as the two pushed against each other the Neo Oracion leader chanted "Dark Bagetelle!" A magic circle suddenly appeared under Black Steel's feet seconds before it detonated. Gajeel was blown away from Midnight and most of his Iron God Sword shattered to pieces, the small bit that remained from the sword shifted back to Gajeel's hands which were trembling from the pain of Midnight's last attack. "Man that stung!Don't think I've ever felt pain like that before!" he thought as he glanced at Midnight who made the 'come on' gesture. "This pretty boy's really starting to piss me off! I'll have to break his face as payback!" The Iron Dragon Slayer turned his hands into clubs and charged at the dark mage. Midnight just chanted "Dark Fantasia!" and swung his sword, sending multiple bursts of Darkness Magic to bombard the Iron Dragon Slayer; Gajeel fell to one knee just as Midnight pointed his blade at him and fired one big blast that knocked him onto his back. The Neo Oracion then held his demon sword over the Son of Metalicanna's chest. "You put up a good fight, but now it's over. Farewell Black Steel." Brain II said.

"No, it can't end like this…" Gajeel thought as he grasps the ground. "Why didn't I finish him off sooner? I shouldn't have let him get more power. Now he'll finish me and I'm not ready to die yet…I still need to atone for my mistakes…I need to protect my friends…to protect Levy. She, Salamander and the others are doing everything they can to stop these guys, I can't let them down!"

"What are you doing you worthless child?! Why are you lying there like you've already been defeated?!" a voice said to Black Steel. "How can you be so weak?!"

"That voice…it can't be…" Gajeel thought. "Metalicanna?"

"I thought you were trained to be as tough as nails, yet you're just a big softie!" the Iron Dragon said. "Whoever trained you did a terrible job, what a waste."

"You're the one who trained me you overgrown rust bucket!" Gajeel replied.

"That's right, I did train you and it was not to lose!" Metalicanna said. "You've already lost to Igneel's son; are you going to disgrace me again?! Get up numbskull!"

"Shut up! I know what I'm suppost to do!" Gajeel shot back.

"Then what are you waiting for?! Get up and do it?!" Metalicanna ordered. Hearing his dragon dad's words, a newfound strength began to build up inside him; his body began emitting the gold outline as turned over and got on his hands. Midnight raised an eyebrow at his opponent.

"Still trying to fight? Don't bother; you're no challenge to now!" Midnight said as he raised his sword. "The only real Dragon Slayer your guild managed to produce is Natsu Dragneel, the Salamander who bested my father! You're nowhere near as strong as he is." Gajeel's was suddenly full of fury as the demon sword was brought down on him; Gajeel raised his arm to block the weapon, surprising when it made contact but was unable to cut through Black Steel's arm.

"WHAT'D YOU JUST SAY?!" Gajeel roared, releasing a shockwave that blew Brain II away from him. The dark mage watched in awe as the Dragon Slayer rose to his feet and donned a new Iron Scale armor except now the scales were pitch black and his hair became more rigid and shiny.

"Go Gajeel; show him the might of a true Dragon Slayer!" Metalicanna encouraged his son. "And no matter what, know that I am proud of the mage you have become, so don't let me or your loved ones down."

"Sure thing…Dad," Gajeel replied with a small smile.

Midnight stared at the Iron Dragon Slayer with astonishment. "He's generating so much magic power and his Ki seems to have magnified it." He thought. "Could it be…" He didn't have much time to process as Gajeel dashed towards him and skull bashed him in the face; Midnight recoiled but quickly recovered and threw a punch at Gajeel who just grabbed his fist. The Dragon Slayer then flipped him over and slammed him into the ground. Gajeel then shifted his right hand into a hammer and attempted to smash his opponent; his hammer hand passed right through the Neo Oracion before he disappeared. Brain II then appeared behind Black Steel and attempted to strike him only to be surprised when he felt Gajeel's hammer nail him in the waist. He bounced across the ground before jumping back to his feet. "It is…" Midnight muttered as he glared at Gajeel who now had his magic energy towering over him in the form of green Iron scaled dragon. "The Dragon Force…"

Black Steel took a few steps towards Midnight before stopping to glance at his hands. "So…this is the Dragon Force huh?" Gajeel said to himself. "Not bad, I feel like I can take down anyone with this power, even an actual Dragon." He then sent a wicked smirk at the Neo Oracion leader. "Get ready pretty boy, cause I'm about to show you the power of a true Dragon Slayer!"

Brain II looked a bit stunned at the power Gajeel was emitting but then he regained his composure and said. "I admit your power has grown remarkably since we started this fight; however, it seems that you've only managed to enter the inferior state of the Dragon Force, you're not at Cobra's level where you become more dragon than human. And so, you'll never be able to defeat me but maybe you can amuse me for a little bit before you die."

"You know, you're really beginning to piss me off with your insults, but what ticks me the most is you comparing me to other Dragon Slayers. First you said Salamander was more of a Dragon Slayer than me, and then you said I'm not as strong as that snake bastard…" Gajeel then bared his fangs in anger. "So now, I'm gonna show you what happens when mocks my status as a Dragon Slayer!"

"Then show me; this form is said to give the wielder destructive power, one comparable to an actual dragon's," Midnight said. "So let's see what you can do with this power."

"You sure that's what you want pretty boy?" Gajeel questioned.

"Yes, let me experience this incredible power personally" Midnight challenged eagerly.

"Fine, but just remember you asked for it!" Gajeel yelled as he charged at the Neo Oracion leader who also rushed at him. The two clashed, releasing massive waves of magic energy as they resumed their battle.

At another battle, the Fire Dragon Slayer, Beast Soul Mage and Satan Soul Mage charged at the Nature Demon Slayer, unleashing their Ki-empowered Magic attacks together at once.

"Fire Dragon's Demolishing Fist!" Natsu swung his golden flame-imbued fist.

"Double Hammer!" Elfman thrust his Iron Bull's arms into one powerful attack.

"Hellblaze Sword Slash!" Mirajane swung her blade of Satan Soul Absalom that released a concentrated dark inferno slash attack. In response, Imitatia raised her shield and blocked the trio's attacks which caused a massive explosion that further destroyed the surrounding area into a rubble and rocked the Infinity Castle even further. Coco was forced to dodge the falling debris with her Athlete Magic frantically. When the smoke clears, the Mistress of Deception was pushed back hard with her feet digging a trench on the ground and her armor was taking heavy damage which was slowly repairing itself while the bones in her arm were broken but quickly pulled itself back together due to her doll nature. Unfettered, Natsu threw a golden fire punch and sidekick that Imitatia dodged and slashed him but left herself vulnerable to Elfman who switched his Beast Soul from Iron Bull to Reptile and swung his claw at her. "Reptile Claw!", his attack tore through the oaken shield armor and made her bleed as payback after she used her savage claw attack on him, his sister and Natsu.

Retaliating, Imitatia upper slashed Elfman with her sword but the scales of his Beast Soul protected him. The Nature Demon Slayer then sideswipe kicked Elfman into the ground and punted him like a football at Natsu who was about to charge at her. The son of Igneel easily caught Elfman and asked "Can you go rock cow again?!"

"Going Stone Bull is no problem for a real man!" Elfman replied as he did just that.

"Good. Now get ready to fly…and hope you don't burn!" Natsu said, using the momentum and timing to throw his fellow guild mate back towards Imitatia. The Strauss brother caught on and used the fire boost to fly right within Imitatia's range.

"Manly charge! Crazy Rush!" he unleashed a flurry of fiery stone fists rapidly and landed numerous blows on the female Neo Oracion Seis member.

"Nature Demon's Spring Barricade!" Imitatia chanted as she crossed her arms and gathered the leaves and trees around her, bringing forth a barricade that protects her from harm. The meteor fists collided against the barricade of leaves and trees. After that, the female Demon Slayer thrusted her sword at the Beast Soul Mage whose stone body cracked from the strike on the stomach and got sent flying by another strike. Then Mirajane who switched to Saleos blitzed through the Michelle imposter and broke the side of her helmet as she attacked Imitatia in all directions; of course Imitatia blitzed through as well and traded blows in great speed with the She Devil. "Hell Blade Dance!" Focusing the dark matter of her Satan Soul into her hands as blades of energy, Mirajane gained the upperhand by rapidly cutting through Imitatia her armor and damaging her further with immense speed. The Nature Demon Slayer grew annoyed and used her savage claw attack to grab Mirajane by the face and drag her through the ground brutally. Of course Natsu used Fire Dragon Gripping Claw to kick Imitatia and made her let go of Mirajane who got back on her feet and used her Diablo form to fire Hellblaze Omega.

Imitatia blocked their attack but lost her shield when it finally could not endure anymore punishment and used her Nature Demon Rage on the trio but Elfman stepped in front of his loved ones and entered his full body take of the Jet Black Sword called Calmadios, a tall 4 eyed beast with black metal plates and six arms, each arm of Jet Black Sword has with five claws at the end; he immediately used this form to cut the breath attack in two. "Why? Why do you keep fighting me?!" Imitatia suddenly asked. "Why won't you just leave me with my big sister?! Why must you get in the way of our happiness?!"

Natsu glared at her "You're so called happiness is this world's destruction and your own sister being used to bring it! If that's what you want, then fine; but what about Lucy?! You say you wanna be with her forever huh? Have you ever thought about what she might want? I can tell you, she just wants to believe in you again; even though you betrayed her she'll still forgive you if you stop now! Why can't you understand that?!"

"I lost my sister so long ago; she disappeared from my life and I was so empty without her. Then the Neo Oracion Seis brought her back to me not Fairy Tail!" Imitatia replied angrily as she got teary eyed. "Your guild took away the only person I cared about IN this world from me, and after so many years I was reunited with Lucy! I REFUSED TO LET HER BE TAKEN AWAY FROM ME AGAIN!"

"Listen to yourself, you can't honestly believe that Lucy wants this!" Natsu shot back. "If you're her sister then you have to see that you're hurting her!"

"SHUT UP!" Imitatia yelled as she summoned another pedal shield and tried to strike the Fairies with it. "I am Lucy's sister and I know that we want the same thing; after all, we were always together before!"

"What?!" Natsu inquired. The Sixth Oracion appeared behind ready to strike him with her sword; however, a purple fireball struck her side and knocked her away from the Dragon Slayer. Everyone looked and saw Fairy Tail's youngest fire mage holding more purple flames in his hands. "Romeo!"

"You liar! Nobody believes a single thing you say anymore! It's over, you lied the moment you said you were Michelle!" Romeo yelled at the deceiver. "So why in the hell should we believe what you say now?!"

"It's the truth, I was there with her before she left!" Michelle argued. "A boy like you with no siblings couldn't understand how I felt when she disappeared from my life!"

"You're right, I don't have any siblings but Fairy Tail has always been my family and Natsu was always like a big brother to me!" Romeo said back. "So when the people I looked up, especially my role model were gone for seven years it hurt me so bad. But I stayed strong and waited the day they would return to us and they did! So while I may understand your pain, I don't get why you would lie to someone who you claim to be your sister and love so much, none of us would ever do that to each other!" The young boy threw more fireballs at her before charging at her.

"Romeo no!" the older Fairies warned him.

"Do you know how happy she was to meet you?! She just lost her last family member when you came along! Her heart was broken and you took advantage of the pain she was in!" As the fire mage spoke furiously he threw multiple fire punches at her but they had no effect on the Demon Slayer of Nature. "She put her trust in you, so did I, we all did…but then…YOU LIED!"

"Romeo, look I…" Michelle started to say before she stopped. "No, I can't let my resolve weaken, not when I'm so close to fulfilling my wish!" she thought.

"SO WHAT DO YOU HAVE TO SAY FOR YOURSELF HUH?!" Romeo asked as he jumped to attack her again.

"I'm sorry, Romeo…" Imitatia muttered before swing her shield at the boy; the Fairies and Coco watched with horror as the young fire mage was struck down with one hit. The athlete quickly ran over and caught him. Now injured, Romeo barely had the strength to stay conscious and just gazed at the Mistress of Deception who's face seemed saddened by what she just did for a moment before switching back to it's usual emotionless state.

"Michelle, why?" Romeo asked.

"Because you're in the way of my goal and that means you're my enemy." Imitatia replied. "Though your words were strong your magic was not. It's funny, I noticed your fighting style was very similar to Salamander's, is that what you call being his sibling? Imitating him? Trying to be him? That's just pitiful admiration!"

"Heh, of course you wouldn't understand, you're not trying to be like your sister. It's because Natsu's my big brother that I try to be like him, he's everything I aspire; and unlike you and Lucy, that's what makes us siblings." Romeo laughed.

Michelle looked a little ticked by his final words moved as though she were going to attack him again; she stopped herself when she sensed increasing power. Natsu, Mira and Elfman stepped in front of her as their power grew more intense from their emotions. "You know, it's not nice to ridicule a kid for trying to be like their role model, it's by emulating their heroes that encourages them to be the best they can be." Mira scolded her.

"Yeah! Besides, Romeo's still got room to grow and become a man of his own! So mocking him for trying to be like Natsu is so not manly!" Elfman added.

"And the feeling's mutual since the little guy's like a brother to me, we share that bond together; so if you mock him, you mock me as well! Natsu declared as he ignited his fists again. "Just so you know, I don't give a crap about who you are, what you say, or if you're still lying to us; I have to save Lucy and you're in my way!"

"I see, then come at me!" Imitatia dared him. Natsu responded by launching a stream of gold flames at her; the Oracion ducked under them and moved towards Natsu before swing her sword at him and though she missed the first strike she made up for it by hitting Salamander in the back with her shield.

"Please Michelle, please stop." Lucy pleaded from her own mind.

"You're gonna regret that!" Natsu assured her as he got back up. "Come on guys, let's get her!"

"Right!" the Strauss siblings complied.

"Lucy's fighting even harder than we are…THERE'S NO WAY WE'RE GIVING UP NOW!" the Dragon Slayer roared as his flames even more.

"You are a nuisance Natsu Dragneel, I should've made sure I killed you the first time. I won't make that mistake again!" Imitatia promised as she summoned her vines to entangle the fairies; Natsu, Mira and Elfman easily broke through her cilices and continued to charge at her. "Try as you might, it's futile. You have no chance of victory. Now…. prepare to have your flames extinguished!" The Nature Demon Slayer was unwavering as she rushed at her adversaries to end their lives.

Back with the Iron Dragon Slayer and the Neo Oracion leader, as their battle raged on violently within the interiors of the Infinity Castle, Midnight began rapidly punching Gajeel in the face repeatedly with his powerful Ki-imbued Darkness Magic, but after the final blow Gajeel just smirked while Midnight recoiled and clutched his fist in pain. "It's been a long time since someone broke their fist against my face." he said. "It was a priceless victory when Salamander did it, even if I lost the fight in the end."

"I managed to shattered Centurion's impenetrable fortress; compared to that cracking your Iron Scales like I did before will be child's play." Midnight replied.

"That Zentopian metal head is not in my league, so don't expect the same results." Gajeel said. "I'm not just metal, I'm flesh; the perfect mixture of both!" He then charges at Midnight and throws a punch at him. "Iron Dragon Hard Fist!" The Oracion quickly put up his Dark Shield that blocked the attack before Gajeel reared his fist back, shifted it into a club and launched it at the shield, breaking through and striking Midnight's stomach. Retailing, Midnight unleashed his Dark Gravity and pinned Gajeel to the wall; he then he aimed his hand at the Dragon Slayer and chanted "Dark Inferno!" firing a blast of dark magic at the Iron Dragon Slayer sending him flying up and then used Spiral Pain, shredding Gajeel everywhere in his body, tearing his clothes apart and scratching through the scales. "Now you're finished! Dark Capricio!" Launching his piercing attack and hitting Gajeel and leaving him down on the ground. As the Fairy Tail mage laid on the floor seemingly in defeat, Brain II walked over to him feeling victorious. "Like I told you, I have the ultimate powers of darkness, and I've proven that I have more than enough power to shatter your Iron scales." Midnight then raised an eyebrow when he heard Gajeel snickering. "And what could you possibly find amusing about your downfall Black Steel?" The Dragon Slayer then rose to his feet revealing his condition; though his shirt was torn off his body received no damage from the previous attacks as he emitted the gold Ki outline. "Impossible! He's…he's not damaged at all." Midnight thought.

Gajeel then ripped out chunks of metal and stuffed them into his mouth. "Now I got a fire in my belly!" he replied after swallowing and increasing his power, "Alright pretty boy, warm up's over!" Black Steel's scales reappear as he enters the Dragon Force once again. Midnight's eyes widened as he felt a powerful wave from Gajeel's true power. In the blink of an eye, the Iron Dragon charged at the Neo Oracion and struck him in the left cheek; Gajeel's blow released an explosive force that sent Midnight flying through the clock gears. He quickly got up and summoned numerous pieces of rubble and machinery and hurled them at Gajeel, to his surprise the Dragon Slayer was able to swiftly evade everything that was thrown at him. "Spiral Shot!" Midnight yelled as he launched a blast of his reflector magic directly at Gajeel. The Son of Metallicana crossed his arms to block the attack; Midnight took this moment of hesitation and chanted "Spiral Cyclone!" and fired a tornado of dark magic at the Dragon Slayer. Gajeel reared his fist and yelled "Iron Dragon Armament Fist!" as he punches the attack breakings through it and striking Midnight. The Oracion countered by casting another spell. "Spiral Impact!" throwing a powerful concussive blast at the Fairy; Black Steel just crossed his arms and smirked as he took the attack. Afterwards he grabbed him by the collar and head butted Midnight in the forehead before pushing him down. "Get ready, cause now I'm gonna give you a serious beating!" Gajeel declared as cracked his knuckles. "Dragon Slayer Secret Art: Karma Demon One Thousand Iron Pounds!" he pulled both his hands back before throwing multiple punches at Brain's son. Midnight put up his arms to parry the continuous attack but was unable to keep up with Gajeel's reaction speed and was struck by a thousand iron fists everywhere.

When Gajeel was done, Midnight was left in a bruised, bloodied and weakened state before receiving one final punch that sent him flying hard and fast through the walls and machinery of the Infinity Castle; upon landing, his body had slide harshly on the ground, forming a deep trench. Seeing his opponent beaten down and apparently unconscious, Gajeel celebrated his victory gleefully and gloated, "Yes! I did it! I beat the head honcho of the Neo Oracion Seis! I've succeeded where the Zentopian Metal head and the Council hunter couldn't do together! Betcha Salamander's gonna be so pissed when I tell him about my hard earned victory! Especially with my Dragon Force I'm gonna show off to everyone at the Guild and this is way cooler than my Iron Dragon Scales! Gi-hi-hi-hi-hi-hi!"

Laying on the ground broken, bruised and humiliated, Midnight was internally upset that he had lost to this gutter trash and his Dragon Force; he slammed his fist on the ground in denial. "No, I refuse to accept this, I can't be defeated! not when victory is nearly within my grasp! Not when I'm so close to making my father's dream into a reality!" he thought as he attempted to get back up, but Gajeel's last attack left him in a state where he was sure that every single bone in his body had broken and the top part of his outfit had been torn to pieces, leaving him shirtless. "I won't give in, even if I can't fight as long as I don't fall unconscious or surrender my seal won't fade away." Midnight struggled to push himself off the floor before he was suddenly forced back down; he looked up to see the Iron Dragon Slayer pinning him with his foot.

"You're beaten, so just stay down!" Gajeel ordered to he could still feel him fighting to stand again. "You know, your seals are supposed to disappear when we beat you guys but I guess it doesn't count as long as you still want to fight huh pretty boy." He then shifted his hands into hammers and banged them together. "And since I'm not the type of guy who goes out of his way to give heart to hearts to get my enemies to see the light, I'm just gonna have to hammer you til you pass out; I'm sure Wendy or the nun or the council chick can put you back together so it won't be so bad if I completely break you. Of course, you can just save yourself some pain by admitting defeat right now."

"Me? Surrender to scum like you? Never, not even in a hundred years!" Midnight refused. "I am Brain II, successor to Brain and leader of the Neo Oracion Seis! I am the one who will bring this world's destruction and I will never surrender...to you or anyone!"

"Alright then, but just know that you asked for this pretty boy!" Gajeel said as he raised his hammer over Midnight's head.

"I won't allow this to be the end! I must make my dream come true! I need more power...I need more power!" Midnight cried out with his thoughts.

"Do you want to succeed?" a voice appeared in the Oracion's mind. "Do you want more power?"

"Who are you?! How have you entered my thoughts?!" Midnight questioned. "Show yourself!" His request was answered he found himself in some endless blue space floating aimlessly. "What is this? Where am I?"

"Warning, another seal has been erased, now only one remains!" He could hear the announcement of his defeat loud and clear.

"What are you doing here?!" someone asked him; he looked around and spotted the source, the blonde haired celestial mage.

"Lucy Heartfilia, I didn't except to see you," Midnight said. "If you're here, then I must be inside the Infinity Clock."

"That's right! Now how'd you get here?!" Lucy questioned. "Does this mean my friends beat you guys?!"

"Don't be absurd, if you're still here then that means all the seals haven't been broken; as long as your sister is still fighting her seal will remain and you won't be freed." Brain II. "As to how I got here, I am uncertain about that. I could hear this voice in my mind and it must've pulled me here. The question is...who?"

"That would be me!" the mages looked over to see the dark spot and pair of red eyes gazing at them. "Greetings Midnight, I am Doryu the Demon King."

"Oh no, not you!" Lucy said.

Midnight raised an eyebrow. "Are you the one who brought me here?" he asked.

"Indeed, I wanted us to meet face-to-face when I made my offer." Doryu said.

"Offer?" Midnight said intrigued.

"Midnight listen to me, no matter what he offers you, don't take it! It's not worth it!" Lucy warned him. The black space then started to expand until filled the entire mindscape consuming Lucy and hiding her from Midnight view.

"Well, now that we're alone, I believe you had an offer for me," Brain II said.

"Yes, I can see you are a strong mage with even stronger ambitions; I too share your goals of wanting to plunge the world into Chaos with Real Nightmare and make humanity suffer for their sins. But even with your strength you cannot hope to achieve them; I can assist you with that, I can give you the power to crush your foes and fulfill your father's legacy." Doryu offered.

"How?" Midnight inquired.

The black formed a hand and held it out to the Oracion. "Join me, let me posses your body; together we will gain immeasurable power! We obliterate all that oppose us, we will conquer Earthland and unleash the full power of the Real Nightmare upon and walk among them as gods. Let me empower you, and you will become like your father…you will be Zero II." The Demon King said. Midnight stared at the hand before smirking and taking Doryu's hand.

In the real world, Gajeel was just about to smash the Neo Oracion leader when his body started channeling a dark green aura. "What the heck? You're still trying to fight?" Gajeel asked. "Just accept it, you've been beaten!"

"Me? Beaten? By some gutter trash?" Midnight stated as he slowly started to rise. "Never…never…I will never be…DEFEATED!" His aura exploded, sending Gajeel flying off; Midnight's appearance began to change, he grew into a fairly tall person, with a thick chest, long black hair, a black goatee, thicker and darker eyeliners and a U-shaped demon mark on his forehead with a star in the middle. He was dressed in a long tight fitting black robe, black armor plates on both of his shoulders and black fingerless gauntlets on his arms. The Son of Metallicana stared in awe as the aura surrounding the dark mage turned jet black. Not wanting to take any chances, Gajeel took a deep breath and yelled "Iron Dragon Roar!" launching his signature attack at the Neo Oracion to stop whatever he was doing. Midnight just raised his hand and deflects the attack with one hand. "No way, how'd he do that?!" Gajeel questioned. He then takes a few shifts before asking "Who are you?! Your scent's completely different from pretty boy's, so who the hell are you?!"

The New Midnight smirked and replied "I've told you this before, I am the ultimate form of darkness! I am Doryu and Brain II combined! I am the true Zero II!" The Demon King then opened his mouth and shouted "Evil Breath!" releasing a beam of powerful darkness energy from his mouth; the dark beam struck Gajeel in the chest, blasting him into a wall. As Gajeel picked himself up his armor started to crack, bits of it began to peel off his body. "Yes! This new power…it feels incredible!" Midnight relished. "I never knew a wizard was capable of generating this much power! How can this be possible?!"

"Your dark magic is compatible with my demonic powers of darkness," Doryu explained. "This allows me to possess your body and add my powers to yours; your power is my power, my strength is your strength! We are united as allies of darkness and chaos! We fight as one!"

Gajeel glared at the Neo Oracion and growled "I'll cut you to shreds pretty boy! Iron Dragon Sword!" The spikes began rotating acting like a chainsaw as he charged at Zero II. The Demon King simply held up one finger to easily parry every slash that the Son of Metalicanna took; eventually Zero II caught the sword with one hand and shattered the blade. Gajeel recoiled and grasped his wrist as his hand turned back dripping blood and twitching. "My turn." Zero II said as his right arm transformed into the same distinct black long sword used by Rustyrose and Elfman. "Now, to pay you back for what you did to me." He grinned wickedly as he swung his blade at the Iron Dragon Slayer, slashing off pieces of his dragon scale armor. "One Thousand Dark Slashes!" When he finally reached a thousand slashes, Gajeel was completely stripped of his armor and forced out the Dragon Force, leaving him in a state where dripped from his arms, legs, forehead and chest. The Dragon Slayer falls to his knees and then his face and Zero II began to laugh. "Yes! This power is extraordinary! With it, I can destroy the rest of those pathetic mages from Fairy Tail and the Legion Platoon! Punish Zentopia for their insolence! Rebuild the Neo Oracion Seis and their seals to reclaim control over Rancor then conquer all of Earthland! And no one, not even the Saiyans will be able to stand against me!" Zero II boasted. "Hmm, I better go see how Imitatia's doing; if she's been defeated, I hope Salamander still has…what does he call it? A fire in his belly! It would be fun to test out my newfound strength by dousing it…permanently!" The Oracion head then turned to leave when he heard a few grunts from behind him.

"W-Wait a minute ugly," Gajeel said as forced himself to his feet. "Why would you wanna take on that flame brain when you still haven't defeated me yet?"

Zero II raised an eyebrow at the Dragon Slayer. "You are much dumber than you look. Your armor is destroyed, you have no Dragon Force and you're literally out of iron." He pointed out. "If you try to fight me, you may not survive."

"Let me tell you something pretty boy, what matters isn't the iron armor, it's what I've got on the inside that matters; there's iron in my soul." The Son of Metalicanna declared as he shifted his hands into clubs. "And that's all I'll need to pound you into the ground!"

Zero II playfully shrugged and replied "Why not? I'm in no hurry, it's you guys who are running out of time." Gajeel glared at him before charging while Zero II just grinned wickedly and summoned green fire in his palms as he braced himself for the final round.

Meanwhile, In the ensuing rampage of Imitatia in her Demon Form where Natsu and Elfman were doing their best to hold their ground while staying alive, Mirajane was able to protect Coco, Romeo and the two Exceeds in her now entered Cocytus form with "Shield of Frost" where one of her four arms have a shield. The Nature Devil Slayer tried to attack Mirajane off guard behind her back but the Satan Soul Mage switched to Absalom was able to block it with her sword and many following attacks as well, without even looking back. "Avidya's Dance!" Turning around, Mira clashed blades with Imitatia and used "Deathpecker!" a series of rapid consecutive lunges. It was able to push back Imitatia several meters back. After blocking them with her claw and used her wings to fly, the Michelle imposter was smashed in between on the torso from both sides by Natsu and Elfman in his The Beast from both sides with "Fire Dragon's Iron Fist!" and "Beast King Smash!"

Spitting out blood and feeling her doll body suffered more damage than she realized, she retaliated with a ferocious spinning attack that sent both FT Mages crashing into the ground before firing Nature Devil's Rose Bombs on them. But Mira blitzed in front of her and assumed her basic Satan Soul form to use Soul Extinction attack to blast Michelle backwards. After barely landing on her feet with trenches on the ground formed, Imitatia was annoyed and kept drawing more and more of her demonic power as her body kept transforming to look more demon than human, and fired Nature Devil's Rage. Mira used Demon Blast but was overpowered and wounded by such Devil Slayer Magic but Elfman in his The Beast form caught her in time and simultaneously threw her in a fastball special to punch Imitatia in the face with "Darkness Fist!" followed with an "Evil Spark!" in the chest but then got hit by the Nature Devil's Slash which hurt Mira again before she got upper kicked and sent crashing into the stairs. Mira then changed her form again, taking on new look with a plant themed strapless dress and modesty pants while wielding a barbed vine whips. "Satan Soul: Zagan!"

Quickly the female Devil Slayer held out her hand and a jade green magic circle formed on the ground. "Nature Devil's Thorn Forest!" Several black vines launched out of the ground, forming a thick forest of sorts around Imitatia but she directed the vines right at Mirajane Zagan. The She Devil held out her hand, stopping the vines in their tracks and dispersed them; Imitatia glared at the white haired "How dare you, no one can surpass my bond with nature, so don't bother!" she said as she conjured more vines to attack Mira. The She Devil tried to manipulate these vines too but the Oracion's control was much greater so she tried to slash at them rapidly; however, there was too many, so several of the spiky vines wrapped around her and intended to crush her tightly.

But Natsu burned them away with his golden flames and ran through the black vines to charge at Imitatia and socked her with a Fire Dragon's Iron Fist to the face hard, sending her flying. He disappeared and reappeared behind Imitatia to kick her high which Elfman in his Calmadios form slammed her with Jet Black Sword Slash attack.

Imitatia grabbed Elfman's Jet Black Sword arm and pulled him towards her, using Nature Devil's Rage point blank that harmed the Beast Soul Mage despite his black armored form.

Natsu and Romeo who joined in attacked together with their fists on fire but the female Neo Oracion Seis member blocked them and jumped high to slam her claw on them, destroying the ground she struck him but the two dodged out of the way.

Mirajane in her Cocytus form Swung her two Hellblades and slashed at Imitatia who raised her sword to block the double sword strike but left herself vulnerable to a Hellblaze Omega by Mira's other arm holding a staff, wounding her greatly.

Imitatia staggered as she constantly received damaged from the Fairies relentless assault. "I don't understand, how are you beating me?!" she inquired, "My drive to be with my sister should've given me limitless power! You shouldn't be able to challenge me!"

"That's where you're wrong Michelle, your desire to be with Lucy may make you strong but ours to save her, to bring her back home that gives us more power than you'll ever have!" Natsu stated.

"NO! YOU ALL STOLE MY SISTER FROM ME, I WON'T LET THAT HAPPEN AGAIN!" Imitatia yelled as she swung her blade at the Dragon Slayer. Natsu just grabbed the blade and shattered it, Imitatia was shocked for a moment but then quickly threw her shield at Natsu who just grabbed that too and used his extreme heat to melt it. The Mistress of Deception a step back in fear as Natsu glared at her intensely. "No…don't come any closer…stay back!" She frantically summoned her vines to bind the Son of Igneel but his fiery cot just burned them to ash the instant they touched.

Before she could even recover and resume her bloodbath, Natsu blitzed to smash her in the face, finally breaking her helmet with Fire Dragon Iron Fist before using her as a springboard to use Fire Dragon Brilliant Flame, Talon, Wing Attack, Sword Horn and Flaming Elbow before finishing with the Flame Lotus Exploding Flame Blade.

Imitatia didn't have enough time to register that as Natsu shouted "Fire Dragon Talon!" kicking her in the chin and sending her upward. Battered, pounded and wounded, and enraged in pure unadulterated fury, Imitatia caught herself in mid-air and gathered the last of her Devil Slayer Magic into her rose blade dive-bomb the Fire Dragon Slayer, intending to kill him so he won't take away Lucy ever again. "THIS IS THE END NATSU DRAGNEEL!", Imitatia shouted and swung her black marked-demonic sword on Natsu to cleave him in half and kill him hoping his death would demoralize Fairy Tail and their allies.

But the son of Igneel managed to grab hold of her sword with both of his hands in a barehanded block successfully and exerted enough heat to cause it to melt and drip into his mouth. Briefly consuming heated metal augmented by Demon power had temporarily awakened his Etherious powers to turn his golden flames jet black. His friends Recognizing the ominous presence from Natsu now revealed to her by her Devil Slayer senses the Michelle imposter recoiled in terror. "No... It can't be. You're one of them! You're a-"

But without even letting her finish her sentence, Natsu then shoots multiple pieces of heated demon power-enhanced metal on Imitatia which distracted her enough to get sideswiped below her feet in midair and get punched in the face by the Fire Dragon Slayer's jet black flaming fist "Demon Dragon's Iron Fist!" which harms her greatly with her body and armor burning and Imitatia got the taste of her own medicine, sending her flying toward the ceiling. The Salamander's gold flames soon returned once more with Natsu exerting more of his power enhanced by Ki for one finishing move. Taking the initiative, Elfman jumped high above Imitatia, and entered his Black Bull form to use "Wild Trailer!" where he rushed forward with a devastating clothesline attack that knocks the wind out of the Oracion; following her brother's lead, Mirajane engaged her Halphas form and used "Cosmic Beam!" to blast Imitatia.

After Mira and Elfman finish striking the Nature Demon Slayer, Natsu charged up his fire for the finishing blow. "This is the power of not fulfilling your own wish but of granting the wish of the one you love very much! Dragon Slayer's Secret Art: Hidden Fire Form – Flame Lotus, Phoenix Sword!" Salamander soars towards Imitatia, striking her in the gut and blasting the both of them through the ceiling, to the very top of the castle and into the heavens; the golden flame final attack had caught the attention of some of the combatants and bystanders making those on the side of good smiled as they recognized that overwhelming fiery power; Natsu and Imitatia began to fall down back to the earth but the who went back to basic Satan Soul quickly flew up, caught the Son of Igneel in time, and carried him back down safely while the final Neo Oracion Seis member soon fell through the massive hole, and crashed-landed into a deep crater where the Fairy Tail Mages and Coco saw her current state.

"Thanks Mira," Natsu said.

"You're welcome." She Devil replied as she put him down.

"This can't be…I don't understand…" Imitatia muttered. "How could this have happened? Where did those immense powers come from?"

"It's like Gohan told us, the power comes in response to a need not a desire; your desire to keep Lucy to yourself may be strong but it's not enough to overpower our resolve." Mira replied.

"A real man uses his power to protect his friends, not keep them prisoner." Elfman added.

"You're wrong, I was protecting my sister! I'm the only one who can keep her safe!" Imitatia argued as she attempted to get back up, only to find that she was immobilized. "What's going on?! Why do I hurt so much? Why does my body feel heavy? I can't move my legs…I can't move my arms…" she thought. "Have I run out of power? Have I lost? Have I failed my sister?!"

The Son of Igneel slowly walked over to her and looked down at her. "There it is again," he said abruptly.

"What?!" Michelle questioned.

"That look in your eye is still there; even in your defeat you still have that brightness in you," Natsu explained. "You just need to be true to yourself."

"What are you talking about?!" Imitatia asked. "The ones I ever lied to are my sister and her friends!"

"You're lying again Michelle. How long do you plan on denying it?" Natsu asked. "You say that it was all an act, hanging out at our guild, befriending all of us, getting to know your sister; but the truth is…you enjoyed being with us as much as we did with you."

"That's not true! From the Fairy Tail was my enemy, I made sure not to let myself care about any of you!" Imitatia denied again.

"I saw the sadness you felt whenever you had to attack us, when you hurt Romeo; you didn't want to do it but you had gone too far to quit even when you started doubting yourself." Natsu continued. "There's no need to deceive yourself any longer. Even if you lost here your sister will be by your side, she wants that just as much as you do."

Imitatia turned her head to look at her sister; the Celestial wizard eye was stilling tears. "Big sister…she's crying," she thought just as the Fairies looked at Lucy as well.

"Is this what you wished for? To see Lucy sad from having to watch her friends take down her little sister like an enemy, or were you planning to keep her like this in eternal sadness?" Natsu inquired.

"You know from your time with us that we have a sister too; when she disappeared from our lives we would've done anything to get her back, but we would never sacrifice her happiness for the sake of our own." Mira said. "Would you be able to live with yourself knowing that your sister's misery is a result of your own wish?"

"Have I really been causing nothing but pain for my sister?" Imitatia thought, as her eyes became wide and started building up tears. "All I wanted…my only wish was for my big sister to always be together so that we could be happy with each other…I never wanted to take her happiness away..." "I…accept defeat," she as she laid back on the ground, defeated, burned and battered at the hands of the son of Igneel and the Strauss siblings, who were relieved they have won.

"Warning, another seal has vanished. All the six seals have been erased." Lucy announced.

"Alright, we did it!" Elfman cheered.

"Looks like we managed to defeat all of the Neo Oracion Seis." Mira said.

"Now all we gotta do is break Lucy out of there, and wait for Gohan to beat that metal giant then we Cn go back to the guildhall." Natsu said.

"I can't believe we actually won." Coco said.

"That's Fairy Tail for ya, we always get the job done." Romeo said.

"Come on, let's get Lucy out and go." Natsu said. However, before anyone could get to the celestial mage…

"Alert! One of the seals has been reformed, now only one seal remains." Lucy stated.

"WHAT?!" everyone shouted.

"Hey Lucy, what's going on?! I thought we erased all the seals?!" Natsu yelled.

"Could one of the Oracion Seis have refused to give up?" Mira asked.

"But why? And which one would that be?!" Elfman asked.

"What's going on guys? I thought we already won!" Romeo said.

"Won?! You've haven't won anything fools!" a voice yelled before an explosion occurred that burst a hole in the wall; the new Master Zero walks into the room dragging the defeated Black Steel Gajeel by the hair. "Now that I am here, you've all lost!" he declared as he held up the Son of Metalicanna to his shocked guildmates. Natsu, Mira, and Elfman were throwing everything at the Mistress of Deception who persisted to fight back just as hard.

A/N: Done! Still trying to figure things out and manage my schedule but it's a working progress; point is, I've still got years ahead of me and I will finish this arc, just one step closer to finish this story and seeing where it leads. Hope this chapter is worth the wait, more coming and then the final battle, so stay tuned. Until then TTFN AntiHero out! P.S. The fight scenes, new forms, and plot twists are half done by me; the other half is done by my friend Warmachine375, couldn't have done this without him plus the ideal support from my brother Sparkydragon98. Also I am sorry if this chapter is exceedingly long, I got carried away with the writing and adding more stuff and trying to this chapter exciting, I'll try to keep it simple in the future.