And boom! Next part of the phantom arc! Gotta say this one was fun to make, especially the scene at the end where I got to be pretty creative with the magic. Proud of that one so I hope you like it.

And this is the last FTZ chapter in the cycle, in the cycle not overall, so really wanted to make it good for you guys.

So I hope you all enjoy and make sure you read the A/N at the end for a small announcement.

"YOU FAILED?!" Jose was not happy right now. At all. Sure he had gotten some joy at Aria essentially crippling Makarov by taking away all of his magic, but the joy quickly shifted to rage as Juvia and Sol had returned from their mission…completely empty-handed. Juvia and Sol looked up at their guild master with fear in their eyes as dark magic radiated through Jose's body. If there was one thing that all guild members of Phantom Lord feared above all, it was their master when he was angry. "Let me get this straight, you two failed to capture Lucy Heartfilia? Is that right?"

Sol and Juvia flinched violently while Gajeel, who was leaning against the wall next to the door simply watched with a smirk. It always brought him entertainment to see other people, especially his own guildmates, shaking in their boots. "I-I-I'm a-a-afraid this i-is true master…" Sol was the brave one and confirmed his and Juvia's failure, Sol knew this was practically suicide but it was possible that not saying anything would make things worse. "Me and Dame Juvia failed t-to capture mademoiselle Lucy…"

"And how exactly did you two fail?" The aura around Jose only intensified as his eye twitched. Phantom's master was only growing angrier as Sol confirmed the failure of both element four members. Phantom was something to be the most powerful guide in Fiore, any of their members failing, especially the Element Four, was absolutely unacceptable. "Lucy was nothing more than a mere celestial spirit wizard, immobilizing her should have been simple. SO HOW COULD YOU TWO FAIL?!"

Juvia flinched before stepping up and decided to help Sol out and explain the situation further. "L-Lucy Heartfilia was not alone," Juvia explained as she tried her best to keep her usual stoic look on. But the master's fury made that extremely hard. "There was someone with her that helped her escaped and fought against me and Sol, Zane Strauss."

Hearing this, Jose's aura became less intense and Gajeel rose a brow in interest at hearing the child's name. "Zane Strauss…" Jose knew all too well who Zane was. Similar to how stories of Natsu the Salamander and Titania Erza spread around the nation, stories of Zane the wonder child went around like wildfire. The young mage whose strength was well above someone of his age should be, even being stronger than a lot of adult mages with much more experience. This pissed Jose off, yet another member of Fairy Tail that gave that trash guild more attention than his own guild. "Hmph, so the stories are true then. That child is truly something remarkable."

"I must admit, the de L'Enfant fighting abilities were quite extraordinaire," Sol hated himself for saying it, but it was true. Zane by himself gave Juvia and Sol a run for their money and both sides ended up taking heavy damage from each other. The fight ended with a draw, but Juvia and Sol were the ones running away at the end. "He is quite skilled…"

"He even managed to damage me in my water body," Juvia said as she lightly winced at the memory of Zane suddenly pulling out that powerful electric attack. Her water body made her immune to many attacks, but when it came to electric attacks it just made them worse. Zane was known for having a strange kind of magic that no one else seemed to possess, so Juvia wasn't expecting that sort of attack at all.

"…Lucky for you two I still need you, otherwise I wouldn't hesitate to do away with you both right now," Jose told them in a dark tone, making both Element Four members flinch and thank their lucky stars. Jose then turned to Gajeel and narrowed his eyes. "Gajeel, I trust I can leave the task of retrieving Lucy Heartfilia to you?"

Gajeel put on a cruel and sadistic smirk as he nodded at his master. "Consider it done," Gajeel darkly chuckled as he began to head out. "Any chance of getting to smack around those Fairy's should be a good time."

"Indeed my boy," Jose said with an amused smirk before glaring down at the two failures in front of him. "As for you two, get into position. We'll be paying Fairy Tail a little…visit."

"Yes master!" Both Element Four members nodded instantly and went off to where they knew Jose would want him.

"Be prepared Makarov," Jose smirked sadistically as he looked forward to what was to come. "Today is the day Fairy Tail falls."


Currently at the Guild Hall, moral was quite low. Many of the members were injured, some were knocked out, and Master Makarov was in critical condition and was taken by Alzack and Bisca to an old friend of his to heal up in the East Forest.

For now, all the guild could do was lick their wounds and prepare for a future attack on the enemy guild. "Ok, so their headquarters is here," Macao, who's left eye was patched up, pointed out on a map to a few of his fellow guildmates. "So I'm thinking we should try and hit them with some long-range spells from this southeast hill."

"Hmph, I'm bringing out all my explosive lacrima's next time," Wakaba said as he put a bunch of said lacrima into a large bag.

"Hey guys!" Macao called out to some members. "I'm gonna need some spell books for a holder-type magic from the archives."

Meanwhile watching from a nearby table was Lucy, Natsu, Gray, Zane, Laki, and Happy. "So what do we do know?" Laki asked with a worried tone and frown. "Things aren't looking to good guys, especially with the state Makarov is in…"

"I just don't get how those bastards could get the drop on him like that," Zane muttered sadly as he lightly slammed his fist on the table, gritting his teeth. Makarov was easily the strongest wizard Zane knew, in his eyes there wasn't anyone that could beat him. Especially not a scum bag like Jose. But if what the others said was true and someone from Phantom was able to drain all of his magical power then…what were they to do now? "I…I can't understand…"

"Trust me Zane, I get it," Gray said in a solemn tone, shame eating at him for retreating from the battle. Sure it was Erza's orders and he had knocked out Betty in his arms but still…he couldn't just take everything Phantom did lying down. Levy and her team, trying to kidnap Lucy, and what they did to their master. It was just too much for the ice make mage to take as anger and sorrow built up in him. "But I promise, we'll make those bastards pay."

"What I still don't get is why they wanted to kidnap Lucy," Happy said with a small frown as he turned to Lucy and asked the question Natsu did earlier. "Sure ya don't owe them money or anything?"

Lucy deadpanned at the cat; she would ask if Happy was serious when he asked this…but it was Happy. "Like I'd borrow money from those jerks," Lucy then put on a worried frown as she lightly hugged herself, lightly shaking as she remembered Juvia nearly suffocating her in that Water Lock spell. "But still…why did they wanna take me…and what were they gonna do with me…"

"Hey, don't worry about it alright. No way we'll let them lay a finger on ya," Grabbing her shoulder was Natsu, Lucy looked to see him giving her his signature grin and thumbs up. "They're gonna have to get through us first!"

"Yeah!" Laki cheered with renewed vigor as she pumped her fist up. "They may have gotten the upper hand on us before, but it won't happen again!"

Zane smiled at this sight, even during their bleakest hour Fairy Tail always found a way to pick itself back up.


"Huh?" Zane and the others all flinched a bit as they heard the sound of glass breaking coming from upstairs, specifically in Makarov's office. "I'll go check it out."

Currently in Makarov's office, Mirajane and Cana were together and trying to get reinforcements for the guild. But things weren't going so smooth for them. Cana tried locating Mystogan with her cards, but as usual there was no finding that mysterious masked member unless he wanted to be found. "Come on! I'm not getting any kind of read on where Mystogan is!" Cana said in frustration as she tossed away her cards. "What is it with that guy, doesn't he know the kind of shit we're in?"

"Oh dear," Mira, who was currently in front of a communication lacrima, said as she gave a sympathetic look to Cana. "You did your best."

"No doubt they're planning another attack," Cana said as she took a small swing of beer to help calm her nerves. While even she knew she shouldn't be drinking during the situation they were in, she just couldn't help herself given everything that's happened. "And more likely sooner rather then later, and we still have no clue why they went after Lucy. They might just try to take her again the next chance they get. And right now, we've got too many wounded to put up a fight, even Zane took quite a beating. No way the kids at one hundred percent right now."

Mira flinched as Cana said this. She nearly had a heart attack when she saw Zane's condition after he tangled with two of Phantom's best. She didn't want to imagine him in another battle like that in the condition he was in. Mira then turned to the communication lacrima and lowered her head. "Master's seriously injured. And we can't seem to locate Mystogan. You're the only one left that we can turn to. Help us Laxus." Letting out an annoyed grow was none other then the lightning mage himself, Laxus. Mira and Cana were trying their best to get Fairy Tail's S-Class wizards together and Mystogan was a bust and no way they'd be able to locate him anytime soon. So Laxus was their last hope. "We could really use you about now. Fairy Tail is in real trouble."

All Laxus did after hearing this was laugh. "Man, Makarov is freaking pathetic." Laxus laughed out loud causing Cana to start glaring and laughing at him. "I don't see how this is remotely my problem. You're big girls so deal with it yourselves."

"So you're not gonna help us?!" Cana yelled out in rage. This guy was an ass but he was apart of Fairy Tail just like her and Mira! How could he not even care about this or what happened to the master?!

"Of course not. Why would why?" Laxus told her in an arrogant tone, showing he really didn't care and wasn't going to step in to help the others fight Phantom Lord. "That senile old toad started this. Why do I have to be the one to clean up his mess?"

"Please Laxus," Mira persisted, they just had to get Laxus' help. They didn't have many options to fight back now. "We can't locate any of the other S-Class mages in our build, Zane's not in a condition to fight, and Phantom seems to be trying to kidnap Lucy."

"Who? Do I even know her?" Laxus asked, making Mira frown. "Oh wait, is it that new girl? I'll tell you what, if you can talk blondie into being my woman, I'll do anything she wants."

"You are such a pig!" Cana yelled in disgust. Laxus was a jerk, but Cana didn't think he'd stoop that low.

"Are you sure you want to talk that way to a guy you're begging to help you?" Laxus told Cana in a cocky tone. "How about this? I'll make you another deal. Mira, you let me be in charge of Zane."

"….What…" Mira let out as her pupils dilated, Cana flinched as she noticed the instant tone and vibe shift in Mira.

"Yeah you heard me, I'll teach Zane how to be proper wizard." Laxus told Mira with a smirk as her fist started tightening. "That boy has got more potential than everyone in the guild combined. All you're doing is making him soft with all that babying you're doing. I'd teach the kid how to harness that power of his and make him one of the strongest wizards around." Mira was silent her expression unchanging. "Oh, and do me a favor too. If that geezer manages to pull through this, tell him he's over the hill and he should hand the guild over to me. Hahahaha!"


Having heard enough of this asshole, Mira's fist came down on the lacrima making it shatter into dozens of pieces. Mira even hit it hard enough that she cracked the wood of Makarov's desk a little. Mira couldn't hold it in anymore as tears streamed down her eyes as her face was one of both rage and sorrow. "Mira…" Cana let out, not used to seeing Mira like this ever since…the incident.

"I don't understand…" Mira wept as she tried to control her rage. Not only did Laxus refuse to help, but he demanded they make Lucy his girl and even had the balls to demand she hand over her son to him. Words couldn't describe how angry she was right now. "How can someone in Fairy Tail be so heartless and cruel? I can't just stand back and watch! I have to join the others and fight!"

"Wait! Don't be ridiculous." Cana tried to convince Mira not to go threw with this. Ever since then, Mira had lost a significant amount of her magical power. She could still perform a few spells but in comparison to what she used to be capable of…

"I feel totally useless being stuck here at the guild hall!" Mira yelled out as more tears came from her eyes, wincing a bit as she tightened her fist which was sore from smashing that lacrima. "I want to help! I want to protect my son! How can I even call myself his mother if I can't even do that?!"

"Mom…" Making Mira stop in her tracks was Zane, who was standing in the door frame and looking up at his mother with a worried frown. "Are you…Are you really going to try and fight them?"

"I….I…I…" Mira struggled to form a proper response. She wanted to fight, she really did. But…she knew she would stand no chance even against some of Phantom's weaker members. She just…wasn't what she used to be. The she-demon might as well be dead at this point. Ever since losing her magic she's pretty much devoted her time to being Fairy Tai's barmaid, a model in sorcerer weekly, and above all, taking care of her son. "Zane I just…I can't stand around and do nothing…I can't just watch you get hurt and-"

Cutting Mira off was Zane as he quickly sped forward and wrapped his arms around his mother's waist, burying his face into her stomach as a few tears fell out of his eyes. "Please mom…" Zane muttered to her in a begging tone. "Don't…"

Mira choked up a bit, seems Zane couldn't stand seeing her get hurt either. She was completely silent as she hugged her son back tightly. Cana simply watched with a somber expression as the mother and son embrace. But quickly ruining the moment…




All of a sudden, the guild started shaking and loud crashing sounds were heard coming from outside. "What's going on?" Cana asked as she, Mira, and Zane rapidly looked around as the guild hall kept shaking and the crashing sounds outside got louder and louder with each one.

"OUTSIDE!" They heard Alzac call out from the main room.

The three looked at each other and nodded and quickly headed out of the office and saw everyone in the guild heading towards the back exit of the guild. Falling suite, the three joined everyone else behind the guild, with Erza being the last to show up wearing only a towel as she was in the shower earlier and saw a sight that made all of their blood run cold. "What is that thing?!" Natsu yelled out with a freaked-out expression, he's never seen something like this before.

Heading towards Fairy Tail's guildhall…was Phantom Lord's guildhall. That's right, standing in Lack Sciliora was Phantom Lord's headquarters sitting on a big chunk of rock, and coming out of the rock were eight giant bronze spider-like legs. Which each step the walking fortress took, the earth trembled more and more as it closed in on Fairy Tail. "It's a guildhall with ginormous legs!" Happy said with a fear struck expression.

"Is it Phantom?" Loke asked as he shook a bit.

"Yeah…" Zane nodded with clenched teeth.

"How do we fight that thing?!" Wakaba asked as his hands and legs trembled, he's never been so scared before in his life,

Even Erza herself was trembling with fear as she watched Phantom's headquarters get closer and closer to them. "I never anticipated this…" Erza said as she tried to keep everything together, but right now that was proving to be a very difficult task. "I can't believe they'd go to such extremes to attack us."

All of Fairy Tail watched as Phantom's headquarters suddenly came to a halt after it took one more step closer. Everyone watched anxiously as a hatchway at the front lowered, and from it came a long metal barrel that extended out from the hatch. Everyone's fears worsened as they watched dark blue energy start to swirl and coalesce around the end of the cannon's barrel that only got more and more intense with each passing second. Erza's eyes widened, she quickly realized exactly what this was. "RUN!" The Scarlet knight quickly ordered her guildmates. "EVERYONE GET OUT OF HERE NOW!" Acting quickly to prevent her Fairy Tail family from perishing, Erza ran forward and began to requip.

"Erza!" Mira and Zane called out in unison.

"Don't be stupid!" Macao told her to try and get her to come back. No way she could block something like that!

When the glow around Erza disappeared, Erza was now wearing a very bulky set of armor. The armor was darkly colored and consisted of two parts, The first part, a lower plate that covers her stomach and most of her chest bears a simple diamonds and stripes pattern engraved into it near the top. On top of that lies another plate which hangs from the neck and goes to her midsection. Extending over this top plate are four round, metallic extensions which attach underneath the plate around the neck. The neck features a large cylindrical plate which is sectioned off into six progressively larger sections. Around each shoulder are very large shoulder guards with four distinct sections with a large spike jutting off to separate each section from the next. The armor features large gauntlets bearing the sectioning pattern of the rest of the armor with the sections becoming smaller as the gauntlets move in towards her hands. Underneath the bottom chest plate is a skirt bearing a woven pattern. The edge of this skirt bears small spikes and a larger spike hang beneath every other small one, dangling over the leg greaves. The greaves bear the same sectioning pattern as the rest of the armor but are split down the middle with a large piece covering the knee. Several curved spikes jut out from the outward-facing sides of the greaves. Atop her head sits a large, spiked headdress.

"She requipped!" Cana called out, looking at Erza like she was crazy.

"What do you think you're doing?!" Loke called out to the requip mage in concern.

"That's her Adamantine Armor!" Happy told everyone, revealing the name of this bulky armor.

"Is she gonna try and block the cannon's shot?" Bisca couldn't believe Erza would try something like that. She may be strong, but no way even that armor could block shot.

"There's no way her armor's gonna hold up against a blast that strong." Alzack point out as he knew that Phantom was about to fire at their guildhall. "That's the magic-focusing cannon Jupiter!"

"AUNT ERZA STOP!" Zane pleaded as Mira put her arms around his waist as tightly as she could to try and keep him from stepping in. "THERE'S NO WAY YOU'RE GONNA BE ABLE TO BLOCK THAT! PLEASE!"

"You're just risking your life!" Wakaba added in, also trying to get Erza to stop herself from what might as well be suicide with what she was trying to do. "This is ridiculous!"

"JUST STAY BACK!" Erza yelled to her guildmates, not moving from her position at all as she kept her eyes on the charging canon.

"Erza!" Natsu called out to his friend, he would have tried jumping in like Zane but Gray was making sure the pinkette didn't do that.

"We're not gonna be able to stop her!" Gray knew Erza long enough that he knew when she had her mind set on something, you would almost never be able to change it. And Gray knew that protecting Fairy Tail would always be Erza's number one priority above all, even surviving. "We just gotta have faith in her!"

Lucy was frozen, her mouth agape as she watched Erza prepare to try and block that giant blast. Her heart practically stopped as tears came to her eyes at the thought of what an attack like that would do to the Scarlet knight. "Erza…" Lucy muttered, her speech broken. "PLEASE! DON'T DO THIS!"

But despite the pleads of everyone, Erza remained in place. She watched as Jupiter finally finished charging up and a massive blast of dark blue, purple, and black energy was fired directly towards her. As it came forward, Erza proceeded to bring her arms together and bring together the bladed shields attached to the arms of the armor. When they were joined, a massive metallic-green magic circle was formed in front of Erza.

Everyone watched as the Jupiter blast collided with the magic circle, the immense defense of Erza's armor actually managing to block the blast…but for how long? "NO!" Natsu yelled out as he tried to reach out for Erza only for Gray to continue to hold him back. Elfman wrapped his arms around both his sister and nephew to keep them from getting blown away. Erza grunted as she struggled to keep blocking the blast, the grunting turned to screams as her armor started to crack. The cracking soon turned to breaking and, miraculously, the beam ceased right as the armor was nearly completely destroyed.

As Erza landed back first on the ground, everyone could only watch in awe and disbelief. "No way…" Maco muttered with a shocked expression. "She actually managed to stop it."

"Once again, Erza's the manliest one in the guild," Elfman said in amazement as he released Mira and Zane from his arms.

"Yeah but look," Cana pointed to Erza was panting heavily as she requipped to her normal outfit, not even having any armor on.

"Erza!" Lucy called out as she, Natsu, and Zane were the first ones to. Lucy was quick to grab Erza's shoulders and lift her up, quickly examining the Scarlet mage's body as well as checking to see if she still had a pulse. "Please say something!"

Meanwhile, watching everyone from his headquarters was Jose. Seeing that the initial attack had failed, Jose decided to spare a few words to Fairy Tail. "Makarov has fallen." Everyone at Fairy Tail heard Jose's voice coming from various speakers at Phantom's Headquarters. "And now Erza can no longer stand. Any chance of victory has slipped through your fingers. Surrender Lucy immediately. You have no choice!"

"What the hell do you even want with Lucy?!" Zane yelled, demanding an explanation as he and his fellow guildmates glared at Phantom's base. "Answer us!"

"Hehehehe, so none of you really know do you?" Jose's voice sounded amused, as if he just heard a funny jerk. That just pissed off Fairy Tail even more. Lucy was trembling as she still had Erza in her arms, wondering just what Phantom wanted her for anyway. But the next thing Jose said completely chilled her to the bone. "Well then Fairy Tail, allow me to shed some light on your little Celestial wizard…"

"Lucy Heartfilia."

"…" Lucy once again felt her heart skip a beat. Her hands started to tremble as she heard Jose say her name. Her full name. How…How did he know that?

"Heartfilia…" Mira repeated as she and the rest of the guild turned to Lucy. "Why does that sound so familiar…wait a second!"

"Hpmh, sounds like you figured it out," Everyone could practically feel Jose's smug smirk as he explained everything. "That's right, that there is none other than Lady Lucy, the daughter of the wealthy Heartfilia family. We're simply doing our job in retrieving her, that's all."

"Retrieving…" Lucy let out as she and Erza stood back up, Lucy violently trembling. She never wanted her guildmates to learn the truth, quite frankly she just wanted to forget that part of her life all together.

"It's quite simple Lucy, your father hired us to bring you home to him," Jose explained which only made Lucy more shocked and afraid. Her father…she was surprised to even hear that he noticed she ran away. "Afterall what father wouldn't want their little girl to come home after they ran away without so much as a word."

"Lucy…" Zane said as he looked up at the blond, seeing how much she was trembling and how heavy her breathing was getting. "You ran away from home?"

"No…not him…" Lucy let out as tears built up in her eyes, a glare appearing on her face as memories of her father came to her head. "I had to run away…being in that house with him was awful…I'M NOT GOING BACK TO THAT HOUSE! NOT EVER! I DON'T WANT ANYTHING TO DO WITH HIM!"

"Now my dear I'm afraid you don't have a choice," Jose told her, his voice becoming more annoyed. "Our mission would have been a lot easier had you cooperated and simply went with Sol and Juvia, but you and your little friend Zane Strauss had to make things difficult and force us to take drastic measures." That made Lucy freeze in place as it all caught up with her. If this was all because her father was trying to get her to come back home…then this was all her fault. Levy, Jet, Droy, Zane getting into a fight with the Element Four, Makarov losing all his magic, and now Erza having to endure that blast…it was all because she was in Fairy Tail and her father ordered all of this. "Now then, I'll say this only one more time, hand over Lucy Heartfilia immediately, or die."

Everything was silent as Lucy looked at the ground in shame. Her tears fell on the ground as she actually considered turning herself over so none of her friends could get hurt. But before she could say a word, a hand held her own tightly as Lucy heard Erza shout as loud as she could. "WE WOULD NEVER DO THAT!" Lucy gasped as she heard Erza say that, without any hesitation in the Scarlet haired woman's words as Erza never let go of the blond's hand. "Lucy…we might not know the full story…but you're one of us. AND WE WOULD NEVER HAND AWAY ONE OF OUR FAMILY LIKE THAT!"

"THAT'S RIGHT!" Zane soon followed Erza as he yelled as loud as he could towards Phantom's master. "LUCY IS A TRUE MEMBER OF FAIRY TAIL! IT DOESN'T MATTER WHERE SHE CAME FROM! WE AIN'T GONNA LET HER GO LIKE THAT!"

"It ain't gonna happen!" Alzack followed up.

"We'd never hand her over to a monster like you!" Bisca shouted as she raised up a fist.

"Ya hear that?!" Macao was the next to yell out to Phantom's master, no way were they gonna give up Lucy. Especially with out a fight. "Lucy's staying put!"

Soon enough, Lucy watched and heard as every single member of Fairy Tail was shouting how they weren't giving her up. Even after hearing the truth of where she came from and that this whole battle with Phantom was practically on her hands, they didn't even consider handing her over. Lucy's tears returned as she subconsciously held Erza's hand tighter, finding comfort in it. 'Maybe I should just go with them…' Lucy thought, not wanting to see anymore of her friends get hurt because of her. 'Give myself up…'

"WE'D NEVER BETRAY HER LIKE THAT!" But once again, Erza's voice as well as the scarlet mage holding the blond's hand even tighter brought Lucy right out of those thoughts. "YOU'D HAVE TO KILL US FIRST!"

"YOU CAN STOP ASKING NOW!" Natsu roared out with an enraged look. He'd go through hell and back for any of his family at Fairy Tail, and he sure as hell wasn't gonna let Jose get his dirty hands on Lucy so long as he had even a single drop of blood in his body and breath in his lungs. "CAUSE WE'RE NOT GONNA GIVE YOU ANY OTHER ANSWER! WE'RE TAKING EVERY ONE OF YOU JERKS DOWN!"

"YA HEAR THAT PHANTOM!" Laki yelled out as created a wooden scythe in her hand, gripping it tightly. "IF YOU WANT HER YOU GOTTA GET THROUGH US!"

Hearing all of this, Jose grew furious. If there was anything he hated more then anything, it was people refusing to follow his demands. "IF DEATH IS WHAT YOU WANT I'LL GIVE YOU ALL A SECOND HELPING A JUPITER!" Jose yelled to all of them, if they were ready to die for Lucy so bad then die they shall! "YOU'VE GOT TO 15 MINUTES TO PONDER THE FOLLOW OF YOUR ACTIONS!"

"No way…" Elfman muttered as he stared at the barrel of the cannon that nearly took all of them out.

"What'll we do?" Cana asked as there was no way Erza could block something like that again even if her armor wasn't destroyed as she still took quite a bit of damage. The only one who might be able to block it was Zane if he countered it with one of his attacks but even that might be a stretch.

"They're gonna fire at us again?" Loke let out as he tried to keep his cool, if Jose fired again not only would they kill them but Lucy as well. If they were trying to retrieve her then blasting them with Jupiter just didn't make sense.

Right as Erza started gritting her teeth, the Scarlet mage ended up giving into her wounds as she collapsed with Lucy quickly catching Erza in her arms. "Oh no, she's out!" Lucy yelled out as Mira stepped forward to help check on Erza.

"And she's the only reason the rest of us are still standing after that shot," Gray said with fear in his voice, with her out there wasn't much they could do to prevent a second shot.

And things only went from bad to worse as, coming from Phantom's headquarters, hordes of black phantoms proceeded to swarm towards Fairy Tail. "You're in quite a quandary aren't you Fairy Tail?" Jose told everyone with anger in his voice. "There are only two ways this situation can play out. Either my troops will tear you apart or you'll be blown away by Jupiter!"

"Is he crazy?!" Macao yelled in shock. "If he fires again he'll kill his own men!"

"There's no way he'll do that," Wakaba shouted, thinking that Jose was bluffing.

"No, he's gonna do it," Cana said with a sure tone, making Macao and Wakaba gasp. "Those phantom soldiers were created by Jose's shade magic. They're not human so it doesn't matter if they're destroyed."

"What the heck are Phantom Soldiers?!" Bisca yelled out in fear as the phantoms got closer.

"You saying they're ghosts?!" Alzack asked with panic in his voice.

"We've gotta do something," Cana said, if they didn't do something to stop the cannon then it was safe to say they were completely screwed.

"I'll just go and smash it!" Natsu told the heavy drinker with determination in his voice. "We got fifteen minutes right? That's more than enough time for me to smash that thing to pieces!" Natsu immediately took action as he started running towards the end of the cliff. "Come on Happy!"

"Aye sir!" Natsu's faithful cat companion chirp, Happy's own voice filled with determination, as he grabbed Natsu and flew them towards the barrel of the cannon.

"Wait for me!" Quickly soaring into the sky herself was Laki, gripping her wooden scythe tightly as she followed close behind the dragon slayer and the cat. "I'll help too!"

"Come on Elfman!" Gray told the younger Strauss sibling as they ran forward. They didn't have a way of flying like Happy and Laki, but they were sure they could make it towards Phantom's headquarters if they hurried. "We're gonna storm the place too!"

"You got it!" Elfman yelled with narrowed eyes.

"Don't forget about me!" Zane yelled as he powered up and was about to fly towards the barrel. But stopping him was his mother's hands grabbing his wrist. Looking, Zane saw that Mira also had Lucy's wrist in her other hand. "Huh? What's going on mom?"

"Hold on there Zane, I need you and Lucy to come with me," Mira said with a firm tone as she dragged the two off without another word. Mira then looked towards Reedus and gestured with her head for the round mage to follow her to which he did so without hesitation.

"Alright, everyone else stay here!" Cana ordered as she pulled out some of her magic cards. "We gotta protect the guild hall, you with me?"

"Yeah!" Everyone else in Fairy Tail cheered. All except Loke who simply watched Mira took Zane and Lucy away with Reedus following close behind.

Loke had a bad feeling about this…

Mira proceeded to take Lucy and Zane to the front of the guild with Reedus stepping in front of Mira, the picto-magic user having a good feeling what Mira wanted him to do. "We have a hideout," Mira told Lucy, her firm tone staying. "I want you to stay there until this is all over."

"No!" After hearing this, Lucy quickly pulled her hand away from Mira and refused to just bail out like this. "It's all my fault that we're in this mess. I can't just abandon everyone while they're out there fighting for me."

"Lucy, none of us blame you for this," Zane reassured Lucy as he pulled his own hand back from his mother. "Look, we might now know what's going on with you and your father, but none of us see it like that."

"Zane's right Lucy." Mira reassured the celestial wizard. "We're not just fighting for you, it's for all of us. It's for the honor of our guild. We're proud to fight this battle. Each and every one of us, now please just do as I say." Before Lucy could protest further, Mira put her hand in front of Lucy's face and released a sparkling pink and before Lucy knew it, she fell fast asleep with Mira catching her before she could fall. "Reedus, take her to the hideout."

"Oui!" Reedus nodded as he rolled up his shirt and proceeded to paint a picture of a large purple hog pulling a cart. With a puff, the drawing came to life before their very eyes.

"I'm counting on you to take care of her," Mira said as she put Lucy in the back of the cart of Reedus took the reins of the hog.

"Oui!" Reedus repeated as he quickly took off in the direction of the hideout, ready to do what it takes to keep Lucy safe.

"Probably for the best," Zane admitted with a small frown. While Zane cared about Lucy, he had to admit that Lucy wasn't exactly the greatest fighter. She could defend herself fine but against the likes of the element four, Gajeel, the shade troops, and especially Jose himself, even with her spirits, Lucy wouldn't be able to stand up to any of them. "So mom what did you need me for?"

"…" Mira was silent as she lowered her head, her hair shadowing her eyes.

"Mom?" Zane rose a brow as Mira didn't answer…and only watched as Mira put her hand in front of his face. "Hey wait-" But Zane didn't react in time as Mira put her son to sleep just like she did to Lucy.

"I'm sorry Zane…but I can't let you get hurt again…" Mira softly told her now sleeping son as she laid him against the wall of the guild and watched as he softly snored. She knew he wanted to fight…but he's done enough already. It was her job as his mother to make sure he didn't get hurt…or worse. With her son now out, Mira walked back towards where the fight was doing down as her body starting glowing. "I may not be strong enough to join the others in battle, but there are other ways I can help my friends."

And when the glowing ceased, Mira turned herself into an exact look-a-like of Lucy.

'There's only 14 minutes until the Jupiter cannon fires again…please…don't let us down Laki, Natsu,'

With Natsu, Happy, and Laki, the three were quickly approaching the barrel of the cannon. By Laki's estimate, they had about less than 14 minutes now to try and disable the cannon before it fires again. If they were gonna do this, they needed to do as much damage to the cannon as possible so this meant it was time to divide and conquer. "Hey, Natsu!" Laki called out to the pinkette. "You try and destroy the barrel! I'll head inside and see what I can do there!"

"Sounds like a plan!" Natsu gave a thumbs-up as Happy flew Natsu up to above the barrier. "Come on Happy! Time to smash this thing up!"

"Aye sir!" Happy said as he dropped Natsu down, Natsu quickly using his Fire Dragons Iron Fist to attack the barrel.

As Natsu tried to destroy the barrel of the cannon, Laki flew right inside and headed inside the base in hopes of destroying Jupiter from the inside. "Alright, let's see what we got here," Laki said as she landed on the floor as she entered the room the barrel led to. In the center of the room was a huge glass sphere with a grayish tint circle by four smaller spheres colored red, blue, yellow, and green with the ceiling looking like a clock with roman numeral numbers.

"13 minutes until Jupiter fires." A synthesis female voice said over the PA. As the voice spoke the minute hand on the clock ceiling moved.

"So this is how they power Jupiter, these lacrima all collect and fire collected magical power." Laki commented as she looked over the various giant lacrima. Considering the power of that blast, no wonder it took a lengthy charge-up time like that. But Laki simply grinned as she adjusted her glasses before twirling her scythe. "Well, this shouldn't be too hard to break,"

"I can't allow that!" Laki gasped as a new voice suddenly spoke up. Standing on top of the giant lacrima was a young man with black and white hair stylized in a Japanese-style top know. He wore a reddish-orange coat with red fur around the collar, black pants, and black boots. And strapped to the black belt around his waist was a katana. Laki glared at the man as he jumped down, looking her right in the eyes. "My, my, I must say you flies are quite rude, stepping right into our headquarters uninvited."

"Hmph, I know who you are," Laki said as she pointed her scythe right at the Phantom Lord member in front of her. "You're Totomaru, a member of the Element Four!"

"And you're Laki Oliette," Totomaru grinned as he revealed he also knew all about the purple-haired girl in front of him. "Wood-Make mage of Fairy Tail, I must say you're unlucky to have me as your opponent." Totomaru proceeded to pulled out his katana, a red magic circle appearing at the tip of it and slashed it in Laki's direction and released a wave of pure red fire towards the Wood-Make mage. Laki was easily able to reacted as she flipped over the fire and avoided it, but her scythe wasn't so lucky as the tip of it caught fire causing Laki to panic and rapidly wave it around to try and put the fire out with Totomaru laughing at the sight. "Wood vs Fire isn't exactly the most favorable match-up."

"Ten minutes until Juniper fires."

Laki breathed a sigh of relief after she managed to put the fire on her scythe out and quickly went back to glaring at Totomaru, "Maybe, but that's never stopped me from fighting before," Laki said with a grin as she got into a fighting position. "Besides, I don't need to beat you. I just need to smash that lacrima behind you!" Acting quickly, Laki put her hand to the ground and created a large magic circle. "Wood-Make magic! The field of broken hearts!"

Totomaru's eyes widened as he watched as tons of sharp wooden stakes sprouted up at the ground. Taking action, Totomaru jumped up into the air and slashed his katana downward. "Green Fire!" Multiple balls of green fireballs were fired from the tip of Totomaru's katana that struck the field of the stakes. The green fire quickly engulfed the wood and instead of burning it, the wood quickly started to decay into dust. "Sorry but I can't allow you to do that, it's my mission to guard this lacrima, and I will do just that."

"We'll see about that! Wood-Make: Violent Approach!" Laki sped forward towards Totomaru as she held her hand out and created a flurry of spiked wooden balls from a green magic circle and fired them directly at Totomaru. Smirking, the element four member proceeded to deflect all the balls that were sent at him with his katana, displaying excellent reaction time. But this was just what Laki was hoping for as while Totomaru was busy defending, she was able to flip high up and land right behind him, and before the Phantom Lord fire mage could react, Laki brought her foot up and kicked Totomaru right in the face.

'How she'd get behind me so fast?!' Totomaru mentally yelled, wincing a bit from the attack, as he quickly brought his sword up to block Laki's scythe right as she brought it down at him. As he blocked her strike, Laki attempted to land another kick on Totomaru but this time he was able to duck under it and proceeded to punch Laki right in the gut. Laki coughed up a bit of spit from the attack but still managed to counter by striking Totomaru's head with the snath of her scythe. Totomaru growled as he brought his hand up and aimed it directly at Laki's face. "Orange Fire!"

Laki gasped as she quickly blocked the burst of orange fire Totomaru fired at her. Laki was blasted back but luckily she avoided the worst of the damage, though her scythe broke from blocking the fire. But that wasn't the only thing that happens. "ACK!" Laki gagged violently as tears came to her eyes as the air was suddenly filled with a completely putrid smell. "What the hell is that?!"

"Smells like a mixture of moldy cheese and dirty socks doesn't it?" Totomaru asked in a taunting tone as he aimed the tip of his katana at Laki. "The perfect way to lower your guard! Violet Fire!" Streams of violet-colored flames came out of the tip of Totomaru's katana and started to surround Laki, forming a cage-like structure.

Laki's eyes widened as she looked at the flames surround and trap her. 'It's just like Macao's magic,' Laki thought as she stepped forward to try and simply walk through the cage, but winced as the heat radiating from the flames immediately caused her to back up. "Never mind, these are way hotter than Macao's fire…"

"Impressed? I have mastered all types of fire. The element of fire is my plaything," Totomaru bragged as he sheathed his katana, seeing no further use for it. "I believe I'll just keep you there until Jupiter fires, I'll give you a front-row seat to see your puny guild being blasted away. And then I'll finish you off myself."

"Six minutes until Jupiter Fires."

Laki growled and glared hard at Totomaru, but she quickly grinned as the way perfect way to escape came to her. "You think this can hold me? Watch and learn." Laki then got into a familiar position, bringing her hands together as she prepared an attack that could easily disperse the flames. "Ka…me…ha…me…"

"Huh?" Totomaru gasped as he saw a blue orb of energy being charged up in Laki's hands. "WHAT?!"

"HAAAAAAAAAAAA!" Laki unleashed the powerful Kamehameha wave right towards Totomaru. The attack easily pushed through the fire cage, making the flames disperse and freeing Laki, and striking the fire mage of the Element Four. Totomaru let out a scream as the Kamehameha engulfed him and blasted him right into the way. When the attacked ceased, Totomaru breathed heavily as he landed face first on the ground and quickly started to push himself up. Meanwhile Laki looked down at him as she started hovering off the ground. "Time to take things to the next level! Wood Make: Armor that protects the soul!"

Placing a hand on her chest, Laki proceeded to cover herself in wooden armor with the wood having a red tint to it. The helmet left her face exposed as well as let her hair out, the chest plate had a heart on it with the Fairy Tail simple on it, the shoulder pads had two large stakes popping out of it, the elbow pads had hearts on them, the gloves had small wooden spikes on the knuckles, and the leggings were quite bulky with her feet being exposed. "You'll think that'll protect you from me?!" Totomaru yelled out as he pulled his katana again and aimed it at Laki. "RED BURST!" From the magic circle created, a large ball of red fire was fired towards Laki. The wood make mage stayed where she was and simply crossed her arms in front of her face as the attack collided with her and created a large explosion. Totomaru grinned, thinking he had Laki this time, but soon gasped as the smoke cleared to reveal Laki who was completely fine. Even her armor was hardly affected. "WHAT?! HOW?!"

"Redwood is quite good and repelling fire's advances," Laki pointed out, making Totomaru sweat drop as he didn't quite understand what Laki met. "I'm ready for anything you'll throw at me!"

"That's see? Well, let's see then! Green Fire!" Similar to before, Totomaru set multiple balls of green fire towards Laki. "My green fire doesn't just burn, it can decay!"

"Good to know! Energy can't decay!" Laki pointed out as she thrust her arms forward repeatedly and released blasts of energy that collided with the green flames, dispersing them and making Totomaru jump back as the energy blast landed right in front of him. "Let's see you handle this!"

But before Laki could release another attack, suddenly the Lacrima in the room started to spark with great intensity. "Two minutes until Jupiter fires."

"Crap!" Laki gasped at how little time she had left. "I gotta stop that thing now!"

"I won't let you!" Totomaru jumped forward and slashed his katana in Laki's direction and created a blue magic circle. "Blue fire!"

Laki growled as she held her hand out to block the fire, but when it collied with her armored hand the flame exploded with cold mist and the wood make mage shivered as she saw her entire arm frozen. "W-W-W-W-What t-the h-heck…" She shivered out as she look at her frozen arm. This guy really had all kinds of fire. "No! I-I can't l-let up now!" Laki still had one arm ready, and with it, she rose up into the sky and created multiple green magic circles. "Wood Make: The Seekers of True love!"

From all of these magic circles, multiple barrages of wooden arrows with heart-shaped tips were fired right at the giant lacrima. "No! I won't let you destroy the Jupiter cannon!" Totomaru yelled as he created an indigo-colored magic circle from his katana. "Indigo Fire!" From the circle, a wave of indigo flames rushed forward almost like water. The arrows instantly disintegrated as they came into contact with the rushing flames, but there was too much to block all of them as a spare few ended up piercing into the lacrima. But not enough to causing and serious damage.

"One minute until Jupiter fires."

"You see! There's no way to prevent the destruction of your guild!" Totomaru yelled out with a mad smile as the barrage of arrows ceased. "Now witness the true power of Jupiter!"

"Don't think so! Sorry but we Fairy Tailers don't give up so easily even in the bleakest moments!" Laki yelled out as she brought her hands together. Even if one was frozen, she was still able to summon the magic power for this last attack. "WOOD MAKE: GOD PUNCH!"

Totomaru's jaw dropped as he watched Laki created a massive wooden fist, almost as big as the lacrima that powered Jupiter, and sent it towards the lacrima. "NO!" Totomaru manipulated all of his indigo fire to try and push back the fist. But despite how intense the flames were, the fist was just too big and power to stop as it continued to rocket towards the lacrima and-


The lacrima was shattered into a million pieces. Mere seconds away before it fired. The four lacrima that surrounded the big one all powered down as they no longer had an outlet to release the magic energy they stored up.

"Heh, looks like Fairy Tail wins this one," Laki said with a grin.

Hehehe, it was nice to give Laki some action!

Like I said I had fun writing Totomaru as its stated that he has flames for all colors of the rainbow but we never got to see all of them and what they could do. So I got a little creative in thinking what the flames could do. Plus Laki and her using some new attacks I made up for her as well as her using different types of wood, redwood in this instance as its bark is highly flame resistant.

So that's it for both Loud Techs and Fairy Tail Z for now but don't worry, they'll pop back up on the cycle again eventually.

Now as for that little announcement, I'll be going on a bit of a hiatus. Nothing to serious, gonna go relax for a bit and do my own thing for a bit, give myself a little break from writing. So don't worry if this is for anything bad or worrisome reason, I just want some me time it all. I'll be back before you know it.

And when I'm back, Loud 10 and RWBY Academia will be my focus.

So for now remember to fav, follow, and leave a review and stay tuned for the next chapter...

"Apyss Break"