N: Hey again guys hope you enjoy this chapter, also I wanted to thank MysticKai and cloudl0_0l for the ideas, your help is greatly appreciated.

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Roxas had turned toward the duo and a dark crimson magic circle appeared in front of him.

"Roxas! What are you doing!?" Lucy fearfully asked.

"Nine-Tails' Howl!" The crimson flames sped towards Lucy, who was filled with shock and fear, but Happy managed to pull her out of the way just in time.

"ROXAS, HAVE YOU LOST IT!?" Happy yelled.

"No, something is wrong!" Lucy said, shaking her head. "It's different this time... I can almost feel it..." she said thoughtfully.

Steam began to appear around Roxas' feet, and air built up around him. His muscles tensed with the means to attack. His eyes were giving off a bright crimson glow. All restraint was gone, willpower replaced with rage, fear replaced with recklessness. The Fox Slayer was in a powerful form with no one to control it, like a raging  bull with no rider. Even Lucy, the one person who could have got him to calm down, was just attacked.

"Why are you attacking us, Roxas?" Happy asked.

Roxas looked over at Happy.

"Nine-Tails' Wil-O-Wisp!"

Out of a crimson magic circle, multiple spheres made of crimson flames were speeding towards Happy. The blue cat was paralyzed with fear, unable to move or summon his wings. His eyes just reflected shock and terror.

"HAPPY!" Lucy screamed. Acting quickly, she took out her whip and wrapped it around Happy, pulling him out of harm's way. The cat was still cowering in fear. "You okay?" Happy responded with a nod as tears pooled in his eyes.

They had quickly forgotten that Roxas was still out of control. Roxas saw this, and took the opportunity to strike. He took a deep breath as two magic circles, a blackish one and an dark red one, appeared in front of him.

"Nine-Tails' Crimson Howl!" He shot crimson flames from his mouth, which became black after passing through the black magic circle. Happy lifted Lucy out of the way by flying her into the air; the black flames had frozen a small abandoned shop.

"Thanks Happy." Lucy said gratefully.

"Not problem." Happy said, before they looked down at Roxas who looking up at them from the ground.

"Roxas, please talk to us!" Lucy pleaded. After hearing her voice again, Roxas growled. He shot himself into the air towards the duo at a faster speed.

"Nine-Tails' Tail Whip!" Roxas' magic tails extended and whipped towards Lucy at a frightening speed.

"NOT A CHANCE!" Happy flew and began to dodge the tails.

This however didn't stop him. The flame-like tails continued towards the pair. Some of the fire caught on Happy's fur, and he was forced to land quickly on the ground in order to put out the flames. Lucy saw that there were scratch-like burn marks all over her arms. 

"Lucy are you alright!?" Happy cried, worry lacing his voice.

"I'm fine," Lucy replied, even after initially wincing at the pain Roxas had caused. 'Roxas hurt me... he's hurting both of us...' She had little time to think as Roxas shot his fist forward, causing his magic flame-like arm to extended. The claw was about to impale Lucy but Happy was able to pull her away before the claw crashed into the place she once was. Happy flew away wit Lucy as they both narrowly dodged numerous crimson spheres.

After dragging Lucy and himself to a nearby alley, Happy could feel Lucy shivering. "Snap out of it!" Happy said as he repeatedly slapped Lucy in the face. "Roxas is attacking us! We can't just stand there! What were you thinking?!"

"No Happy! Roxas would never do this! He's consumed by rage and anger!"

They both glanced around and saw Roxas tearing more stuff up and hear people screaming in terror. "I can still get through to him! I gotta!" she pleaded.

Happy shook his head. "Are you nuts!? No way! I'm sure if we hit him hard enough, the blow will snap him out of it!" he retorted.

"But I don't want to hurt him!"

"We don't have a choice, Lucy. He could hurt us, he just hurt you! I'm just saying we gotta knock him out, once we accomplish that everything will be back to normal again."

"I'll try..." Lucy said shamefully looking down to the ground. "But I won't like it. If Roxas keeps this up, we won't be able to stop him. We need help, Happy! You have to go to the guild and tell everyone about this. We'll only be able to stop him if we work together!"

Happy heard Lucy's words and gave her a look of determination. "Aye!" He took the skies, and began making his way to the guild.

'Hurry Happy... If Roxas keeps going like this, I'm not sure the town be able to hold on much longer.' Lucy thought before she stepped out of the alley, causing Roxas to turn around towards her. "Sorry Roxas, b-but I have to do this." She had one her her golden keys in her hand. "Open, Gate of the Golden Bull: Taurus!" The biped bull shot out of the ground.

"MOOOO!" he yelled, flexing his muscles.

"Taurus, I need you to attack Roxas!"

"But, isn't Roxas our friend?" Taurus asked.

"There is something wrong with him I can't explain right now, but we have to do something or he's going to hurt others," Lucy said. "Just don't be too rough with him."

"No matter what, I'll protect your perfect body!" Taurus exclaimed.

Lucy sweatdropped. "Just do something..."

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At the Fairy Tail guild, things were going as they normally were. Natsu and Misty were eating at one of the tables - rather, Natsu as eating and Ariel was tapping her finger in the table. Then a thought suddenly occurred to her.

"Natsu?" Ariel said, grabbing Natsu's attention. "Where's Happy?"

"Oh, he went with Roxas and Lucy for some reason; they should be here by now. What's takin' them so long?" Natsu said.

Both Gray and Juvia walked over to their table. "Who's taking long?" the Ice mage asked.

"Roxas, Lucy and Happy; they should be here by now," Ariel answered.

"Maybe something happen to hinder them for a while," Juvia suggested.

"Yeah..." Ariel muttered.

"HELP!" Suddenly the doors burst open by a blue cat with wings.

"Happy! What's the matter?" Mira asked.

"THERE'S NO TIME! SOMEBODY HELP! ROXAS'S GONE CRAZY AND HE'S ATTACKING LUCY!" Happy screamed.

"WHAT!?" All the faces in the guild showed shock, though Gajeel just looked mildly surprised.

"Roxas's gone crazy? What are you talking about?" Wakaba asked.

"Wait! Maybe we should listen to him." Levy suggested. "Happy, what's going on?" she calmly asked.

"It's Roxas. I-I don't know what happen. One minute he was doing fine and we were on our way here. The next, he was grabbing his head and yelling, before some dark magic came from. Then he attacked me and Lucy. We have to hurry, I don't know if she can hold him off!"

Erza, who was by the request board, ran over to Happy. "Where are they?!"

"I can take you to them!" Happy said.

"Natsu, Ariel, Gray, and I will go," Erza declared. 

"Wherever Gray-sama goes, Juvia goes as well!"

"Mira, Elfman, would you like to come along?" Erza asked, facing the siblings.

"Sure!" Mira replied, while Elfman roared, "Yeah, 'cause you'll need a REAL MAN!"

"Wait." As the six minus Natsu gathered around Erza they heard Freed trying to tell them something. "The three of us will assist you."

"Yeah!" Bickslow said with a confident expression. "Besides if anyone is going to bail that guy out of trouble. It's going to be us!"

"The Thunder God Tribe stick together. Plus, a certain lug would simply trash the place," Evergreen smirked. She didn't name names, but glared at Elfman from behind her fan.

"Don't forget us!" Cana said speaking for her and Levy. "We're going to help too." 

"I hope Lu-Lu is okay." Levy said.

Erza smiled at their determination. She looked down to Happy. "Happy, lead the way."

Happy wiped the developing tears from his eyes. Everyone who was going to help in the battle stormed out of the guild hall. All but one, and this didn't go unnoticed by Ariel. "Natsu, are you coming?" she asked.

Natsu who looked to be in a trance was snapped out of it as soon as Ariel said his name. "Natsu, are you coming?" Lucy asked.

"Oh right. I'll be right there." Natsu got up from his seat before following the group from a distance. 'It really happened, didn't it Roxas?'

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At the same place where Freed battled against Mira in the Battle of Fairy Tail, a huge explosion is seen being thrown from the air. As the dust cloud settled down, Roxas launched out of it and skidded across the ground, eyes narrowed.

Taurus soon shot out of it and ran towards Roxas. "Whatever's making you crazy, I'm going to make you stop!" Taurus jumped into the air while swinging his axe. "Rampage!" He spun it several times before slamming it into the ground forcing a straight line earthquake towards Roxas. However Roxas sent his flame-like claw forward and blasted through the attack, punching Taurus' face and sending him back. Roxas covered his right fist in crimson as he jumped up high and dived towards Taurus. He slammed his fist into Taurus' gut. "Sorry... Lucy-san." Taurus disappeared back into the spirit world.

"No Taurus!" Lucy cried out, as Roxas glared at her and she flinched. "I-I'm not done!" She took out another key. "Open, Gate of the Maiden: Virgo!" Virgo shot out of the ground like a drill and landed in front of Lucy.

"Princess, is it time for my punishment?" Virgo asked.

"Virgo, I can't really explain but I need you to beat Roxas."

"I understand," Virgo said without questioning, and she drilled into the ground. Roxas ran towards Lucy but Virgo grabbed his legs and threw him into the air. "Spica Lock!" While Roxas was in the air, boulders surrounded Roxas in a sphere. However as Virgo trapped him inside, a red glow was seen from between the rocks, and a fox's roar was heard. The Spica Lock exploded and Roxas shot crimson flames from his body. He made the fire-like claws fly towards Virgo but the Maiden swiftly dodged them. She extended her chains which clashed with the claws, preventing them from hitting her. Roxas fell to his feet and engulfed himself in crimson flames to steamroll into Virgo, but she fell into a hole that she made as Roxas shot past her.

He skidded to a halt went back to look down the hole. A pair of blue orbs looked outside the hole. Roxas was met with a swift kick as Virgo shot out of the hole, but as Virgo flew up Roxas grabbed her chains and steam burst form his grip. This allowed him to slam Virgo back into the ground.

When Roxas saw her get back up he began throwing punches towards her, but she was easily deflecting them with her chains. He then ran to Virgo in a blinding speed occasionally throwing punches as he ran past her. Roxas engulfs his feet in flames and is close to Virgo. "Nine-Tails' Burning Fang!" he kicks Virgo back with his flaming right foot.

Virgo slides back to Lucy with her face being pushed against the floor. "Princess, I apologize. I am not powerful enough to defeat him." After Virgo said this, she disappeared as well.

Lucy was running low on magical power but wouldn't give up. "No, I can't give up, the real Roxas is in there somewhere..." Before she could grab another one of her keys, Roxas shot one of his flame-like tails to snatch Lucy's keys away from her. "My keys!" A shockwave then knocked her back. As Lucy was climbing back up to her feet, Roxas jumped to slash past Lucy.

"Water Dragon's Roar!" A voice yelled. A huge blast of water sped into Roxas forcing him down the river bouncing on the water like a skipping stone. It was revealed to be Ariel, before she ran over to check on Lucy. "Are you okay?" 

Lucy nodded. "Yeah, I'm okay. But..."

Right after Lucy spoke. Roxas was crouched over the water, growling like some animal. The water below the bridge they were standing on was starting to boil and sizzle because of Roxas's fox-fire. The Fox Slayer then cocked his fist back. "Nine-Tails' Paw Thrust!" He shot his fist forward sending a powerful force of pressure and destruction raging towards the duo.

"RUN!" Ariel exclaimed. The shockwave had crashed past the bridge completely destroying it. They saw the power had raged through that part of the river.

Roxas landed a slight distance from them as his 'tails' swung behind him.. However his eyelids twitched as he heard a projectile speeding towards him. A glint was seen on his side before he jumped out of the way. The projectile had pierced a wall, and it looked like one of Ariel's water bullets.

Steam formed around Roxas as he prepared another attack. "We need to do something!" Lucy yelled.

"I think Cana has it handled," Ariel replied.

"Huh?"

On a rooftop close by, Cana had ten floating cards in front of her. They all were engulfed in flames before they shot a huge explosion of fire, but this attack narrowly missed because she didn't want to hurt him. "Hey, you guys distract him. I have to get close!" Cana yelled.

"What are you going to do?" Lucy asked.

"She's going to use a Sleep Card." Ariel answered. "She just has to get close enough in order to actually use it. I got this." Ariel shot a bullet of water towards Roxas. It just missed slicing his head. "Hey, over here!" she yelled. Roxas then charged and planned to steamroll through Ariel. Lucy jumped in front of Ariel and try to use her whip to smack Roxas across the face. This action forced Roxas jumped into the air.

"Water Dargon's Talon!" Airel yelled, above the slivernette, engulfing her feet in water, before performing a sideways swipe, hitting Roxas square in the back. He hit the ground hard, kicking up a cloud of debris

"Cana if you're going to do your thing, now's a good time to do it!" Cana, using the time they had bought her, had a card in her hand with a yellowish-green aura around it. She held the card close to Roxas and he looked to be falling asleep, though he was heavily resisting the urge.

"It's working!" Lucy said happily.

Roxas eyes were now closed, but as soon as he closed them, they shot back open. His eyes were still giving off that bright red glow. A huge white shockwave blew from Roxas, blowing windows out and destroying more buildings.

"It didn't work!?" Cana exclaimed. Roxas blasted a spinning stream of air that struck Cana in the gut. sending her flying. Ariel jumped into her path to stop her in her tracks and when she crashed into her, they both toppled on top of each other.

Roxas formed a crimson sphere from his mouth, as it began to swirl. "Nine-Tails' Beam!" He shot the powerful beam of magic towards the group.

"Solid Script: Guard!" The word 'GUARD' appeared in front of the group in a bronze color. It made an invisible barrier that was able to block the beam. The attack stopped. Everyone but looked back to see Levy behind them. "I wasn't too late..." she said with a relieved sigh.

"Levy!" Lucy exclaimed in happiness.

"Thanks for the save." Ariel thanked.

"Don't relax just yet, he's coming back!" Cana yelled.

Roxas held his breath. "Nine-Tails' Howl!" he shot a large blast of crimson fox-fire towards the group.

"Water Dragon's Roar!" Ariel had shot a large stream of water towards Roxas' dark flames which stopped it but made a huge steam cover.

Within the huge steam cloud Cana had an idea. "Ariel, clear the steam away from us!" she yelled as it was starting to condense to their skin.

"Right." Ariel cleared the steam away that was still around Roxas. He glared at them. "Now what?"

Cana looked to Levy. "Can you draw electricity?"

"Y-yes... why?"

"Shoot it into the steam cloud that is surrounding Roxas."

Lucy realized what Cana was doing. "But Cana! That will..."

"I know, but nothing we tried could stop him! If we can at least weaken him we'll be able to restrain him!"

"Won't he just redirect it?" Levy asked.

"Not if this plan works... Levy, do it the steam cloud is clearing!"

Levy pointed two fingers upwards. "Solid Script: Thunder!" a bright yellow orb of energy formed of Levy's fingertips before the orb shot electricity into the air with the electricity spelling the word 'THUNDER'. The electricity rained down onto the steam cloud. From within there was a huge strike and multiple thunderbolts raged inside the steam cloud like an actual storm cloud. Levy and Lucy had their hands over their mouths in horror. The steam cleared and Roxas was on one knee with some black marks on his skin. Sparks of electricity surrounded his body, but he slowly got back up after facing that attack. Still the Nine-Tailed Fox Cloak was still around him.

"He's still in that State!?" Cana exclaimed in shock.

"But how!?" Ariel yelled.

"I don't know, but no matter what we try. We can't snap him out of it!" Levy said.

Lucy  remembered when she was talking to Roxas during Phantom Lord's attack.

"My Fox Slayer magic is a double-edge sword. It's an exponential boost in power, but I were to succumb to rage and hatred, I'd become much more susceptible to anger and other negative emotions. Also...there's this feeling that if it were to happen again, I'm going to lose control."

After remembering what Roxas had told her, she figured it out. 'So he lost control... This is bad... he can't stop himself.' "Please don't hurt him too bad!" Lucy said. "This isn't his fault!"

Roxas was taking steps towards them. As he was walking, Runes were seen to be drawn around him in a square. They caused him to walk into an invisible wall. The intensity of his eyes increased after this. He punched on the rune walls that surrounded him like a cube.

"So our plan worked." The Thunder God tribe appeared by the large group. The voice saying this belonged to Freed.

"You trapped him in Runes?" Lucy asked.

Everyone saw Roxas trying to punch his way out with his fists. When that didn't work he tried to his 'tails' to slam through it, but the runes held. He then used his 'claws' around his hands but these couldn't dent Freed's runes either.

"Damn, look at him. He's like some kind of rabid animal," Bickslow commented.

"Hey, don't call him that!" Lucy snapped. "I don't know why he won't come out of the Nine-Tails State, but..." Lucy clenched her left fist and place her other palm to her chest. "...the real Roxas would never do this! He's not a monster!"

Freed took what she said to heart but was at a loss to explain what happened to Roxas. "Well at the very least, he's contained now."

"I don't think that'll help though." Bickslow took off his helmet. His eyes glowed green and he commented on the situation. "Whatever's eating away at that guy, it's damn near close to completely consuming his soul."

Levy and Lucy's faces are filled with shock. "W-wait... you don't mean... "

"We could lose Roxas forever?" Lucy finished with her hand over her mouth.

"I'm not sure what will happen if this keeps going." Freed answered. His head turned to Evergreen. "Evergreen, turn him to stone. At least this way he'll be secure until we can find a solution."

"Alright." Evergreen lifted her glasses above her eyes which were glowing yellow but as she tried to turn Roxas to stone, his eyes glowed even brighter before his entire body was engulfed in bright crimson glow. The invisible wall surrounding Roxas form a small crack, and before Evergreen could turn Roxas to stone the rune barrier simply exploded.

Roxas stood tall and the rune symbols that surrounded him were gone. "He... broke through my barrier...?"

"He dispelled you runes!" Evergreen shrieked.

"That's impossible... how could he pull that off?!" Bickslow yelled after he had put his helmet back on.

Roxas looked to angry and surrounded himself in an flame-like crimson sphere before flying to them. "So, it's come to this!" Evergreen said with a smirk. "Don't worry, I'll end this quickly." Evergreen made dust particles appear around her. "Fairy Machine Gun: Leprechaun!" After waving her arms, she shot a barrage of energy needles towards Roxas, who simply launed onto large wall to protect himself from the attack. Fairy like wings sprouted from Evergreen's back. "I'll get him!" she flew towards him. However her flying only made it worse as Roxas swiped his hand forward. "Nine-Tails' Twister!" He then created a huge tornado that captured Evergreen. Right after her screams were heard the cyclone disappeared leaving Evergreen floating in the air. Roxas however wasn't done as he trapped her in a sphere of air.

Roxas formed another crimson sphere in his mouth. "Nine-Tails' Beam!"  He then shot it towards Evergreen. The air surrounded Evergreen was so intense that she couldn't even move, her eyes grew as the attack got closer.

"Baryon Formation!" A large bright green beam was shot upwards from the ground. The beam collided into the beam, destroying it. "Great job babies!" Bickslow said. The air sphere around Evergreen faded. As she fell to the ground her wings emerged and she gently landed on her feet. Roxas jumped down the large wall he landed on. Bickslow saw this as an opportunity. "Get him my babies! Line Formation!" the dolls stood on top of each other to form a totem pole-like structure and they combined their power to fire a crescent shaped beam that speed toward Roxas.

He saw this coming and Roxas used one of his 'tails' as a grappling hook and wrap in around a sign, causing him to jump in the air, allowing Bickslow's attack to miss. As he flew forwards towards the group he adjusted his landing and he got to the ground feet first but he smashed his fists on the ground forcing a large shock wave towards the group that sent almost all of them upwards, but they quickly landed on the ground. Roxas saw there was one person missing from the group. A yellow energy needle shot across his cheek. He saw Evergreen above him unleashing her energy needles from above. Roxas shot his 'tails' upwards and managed to block the needles from hitting him. The clash of these two attacks made a dust cloud. Evergreen saw Roxas speeding to her with eyes full of fury. In all of this he was sending his 'claw's at her and Evergreen comically dodged them. Roxas ended his assault with large blast of crimson dark flames that was thrown in her direction. Before the flames could hit her, another jet of flames collided into Roxas'. The shockwave shot Evergreen towards the ground but Ariel was able to catch her.

Roxas could be seen landing on the ground, he charged towards Bickslow but he was easily avoiding all his strikes. Roxas was then discharging powerful shockwaves from his fists but Bickslow skillfully dodged them. After dodging another one, all five of Bickslow's dolls appeared in front of Roxas and just continuously shot green beams at him which he was able to block by crossing his 'claws' in front of him. The dolls maneuvered around him to find a soft spot.

Bickslow, who was standing a distance from Roxas, looked around for him but got a huge shock when Roxas' 'tails' shot out of the ground and grabbed his legs. "What!?" Before long Roxas started to try and burn Bickslow from his legs and upwards, but a green beam shot out from the ground. This forced Roxas into the air and Bickslow made his dolls fire at him constantly. Roxas shot out another blast of dark flames to counter the beams. He made the flames launched towards Bickslow. He however managed to avoid it.

When Roxas landed on the ground he prepared to use another spell. "Nine-Tails' Crimson Fist!" a magic seal appeared under Bickslow before six fists made of crimson flames punched him into the air. Roxas, seeing Bickslow in the air, made a huge explosion of air by moving his arms in the opposite direction. This forced Bickslow and his dolls to another part of town as he was sent flying.

"Bickslow!" Freed yelled. The large air blast effected everyone else too as they were in its path. Freed and Ariel held their ground. The others were shot back by the wind. Lucy and Levy crashed into the wall. Ariel held Cana, while Freed held Evergreen.

After they were disoriented, Freed stood in front everyone. "This has gone on for long enough!" he lifted his sword. "Dark Ecriture: Wings!" he inscribed runes onto himself before he grew a pair or wings made from runes.

Roxas not caring made a powerful fire stream and directed it towards Freed. He however easily sliced through the flames with his sword as he sped towards Roxas. He then saw Roxas shoot into the air. After seeing this Freed took off after him.

Freed was floating at the same altitude as Roxas, waiting for him to attack.  "Nine -Tails' Claws!" the'claws' around his arms soon became more dense and flame-like. He flew to Freed with renewed speed. Freed proceeded to fly towards Roxas where they both collided.

Roxas attempted to cross swipe past Freed but he missed, allowing Freed to kick him in mid-air. Now Roxas was left wide open to an attack but before Freed could get close, Roxas shot a burst of crimson flames from his mouth keeping Freed back. After seeing Freed stagger backwards he slashed Freed twice with his 'claws' causing tears in his robe. Freed managed to stay in the air and saw that Roxas wasn't letting up. Before Roxas could get another slash in, he teleported away from the slivernette. As his body turned to runes, Freed appeared above Roxas and shot down towards him leaving a sound burst behind him. "Dark Ecriture: Destruction!" Freed fell towards Roxas, unsheathed his blade and slashed past him leaving a magenta gash going in a diagonal direction across Roxas''s chest. The slash shot out a magenta burst of energy. The burst of power sent Roxas falling towards the river. After the Fox Slayer slammed into the water Freed looked down while slightly panting.

"Is that it? Is he down?" Freed said to himself hoping his attack was enough to defeat Roxas. Unfortunately he was wrong as a large amount of steam could be seen from the river below. Roxas, who was now shirtless, shot out of the river with a massive cyclone propelling him upwards towards Freed. "J-Just how strong is he!?"

A burst of crimson fire appear on his arms as the cyclone took Roxas above Freed. "Nine-Tails' Kitsune Fang!" with his crimson dark fire he made the long fire whips slash past Freed which sent him falling towards the river.

Ariel used her Dragon Slayer magic to pull Freed from the water after seeing him fall into it. "THIS IS RIDICULOUS!" Ariel yelled. "How is Roxas able to still stand after everything we've thrown at him!?"

'It must have something to do with the magic inside his body... maybe that has something to do with all of this,' Lucy thought.

Cana and Ariel then prepared to attack. "Ariel and I will get close." Cana said, and the dragon slayer gave a serious nod.

"Wait, he's too strong!" Lucy yelled. "We need to think about this!"

"You think he'll give us time to think? If this goes on then we're all dead and you know it! Water Dragon's Bullet!" Ariel shot several water bullet towards Roxas. He managed to dodge them and after he achieved this, he sent one of his 'tails' speeding to Ariel. She dodged out of the way as it slammed into the ground.

Cana had four cards in her hands. "Card Magic: Summoned Lighting!" A green and white seal appeared in front of her and it shot five bolts of green lightning to Roxas, but all five bolts missed. Roxas made a line of fire speed to Cana. Ariel dove onto her, preventing the fire from burning her.

Roxas saw this and placed his hands on the ground and a large crimson seal appeared in front of him. "Nine-Tails' Beam!"  He then shot multiple blackish-red powerful magic beams from his mouth at the two girls. Before they got to them, an explosion of ice stopped it.

To their right were Gray, Juvia and Elfman with Gray being shirtless. He held his Ice cannon as that was revealed to have stopped the attack.

Roxas turned his attention to the three of them. "Happy was right, Roxas is going crazy. Sorry 'bout this but we're going to have beat you Roxas, nothing personal." Gray said.

Roxas glared at them. "Nine-Tails' Blazing Barrage!" He then unleashed multiple red-hot crimson spheres out of his mouth, shooting them at Gray.

"Bring it on!" Gray said as he placed his fist on his open palm. "Ice-Make: Shield!" Gray crafted a petal-like ice barrier to block the attacks. "Now Juvia!"

"Yes Gray-sama. Water Lock!" Roxas was quickly surrounded by an orb of water, but the orb of water quickly burst and formed into a huge water bullet.

He saw Elfman sprinting to him and shot the water bullet to him but Elfman's right arm transformed to a black beast. "Beast Arm: Black Bull!" the black arm knocked the water bullet away and he punched Roxas in the face which sent him flying to a high building.

"Hey!" Gray yelled looking to Lucy, Ariel and the others. "You guys stay safe, we're going to stop him!"

"But Gray..."

"Don't worry Lucy; we're not going to hurt him too badly, just help the others."

Lucy gave a determined nod while Gray, Elfman and Juvia ran deeper into the town to find Roxas.

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Roxas who was on a roof was looking around for any enemies. His crimson, slitted eyes were flickering between his regular blue colors and the fox cloak around him wavered. The same things were happening to his eyes as it looked like he was trying to regain control. He fell to his knees and the cloak had faded, but a second later it appeared again and he quickly got back up.

He saw a glint from the ground and dodged ice lances that were speeding to him from the ground. Roxas jumped down, landed on a street and saw Gray, Juvia and Elfman in front of him. He made two lashes of dark fire extend from his knuckles as he jumped up. The lashes of fire were going to be thrown onto group. Gray and Elfman retreated but Juvia remained standing as the flames slammed on the ground. Juvia walked out of the fire, with water seen between some of her limbs.

"Have you forgotten? Juvia's body is made of water. Your attacks are worthless," Juvia said. "Water Slicer!" A blue seal appeared in front of her before she shot five blades of water at Roxas. In response, Roxas jumped over the blades and extend his 'claws', but Juvia was prepared to counter the attack. "Water Cane!" A long water whip became an extension of Juvia's right hand. She used this whip to counter Roxas's 'claws'.

Roxas held his breath and an crimson and black seal appeared in front of him. "Nine-Tails' Crimson Howl!" He shot huge black flames from his mouth. Juvia made an orb of water around herself to keep the heat from getting her, but it wasn't enough. Soon, the flames caused a massive explosion to occur.

"Juvia!" Gray yelled. Roxas heard this, and cracked his clawed hands. Elfman held Gray back.

"This is a man's duty!" He transformed his arm to a black beast arm again. He rushed towards Roxas; both their fists crashed into each other. The shock wave forcing them back from each other, Roxas flipped several times before landing on his feet and sliding backwards. Elfman's beast arm scratched the ground making scratch marks in the ground. Elfman saw Roxas charging a dark fire ball in his hands. After thrusting is forward, it turned into a huge fire stream which sped to Elfman. Gray however, was able to craft his ice barrier and keep the flames from engulfing Elfman.

Roxas' 'tails' swung wildly. "Nine-Tails' Tail Whip!" The large 'tails' of flames cut through Gray, but it turned out to be an ice clone.

A distance behind Roxas he saw Gray with his ice bazooka. "It's over Roxas, Ice Cannon!" A large cannon ball of ice sped towards Roxas, who engulfed his fist in crimson flames.

"Nine-Tails' Sacred Fist!" Roxas slammed his fists into the ground this force a wave a crimson flames to the blast that would assist in countering the impact. The ice cannon ball exploded with the wave, but failed to make it stop. Gray then saw the attack still coming at him, however the ice mage was pushed out of the way and Elfman stood in the way of the attack taking it full on. This forced him to slide backwards. The attack knocked him unconscious.

Roxas continued to attack them. "Nine-Tails' Howl!" he cried, after blasting huge crimson flames from his mouth that missed. Gray was in the air with his fist to his knuckle.

"Ice Make: Hammer!" The bright blue seal appeared in front of Gray and he launched a colossal hammer made of ice that slammed down on top of him.

Gray landed on his feet only to see Roxas burst out if the of ice shards. Roxas launched his fist forward and hit Gray in the chest. After this Roxas used his cloak 'claw' arms and slashed right through Gray, making him yell in agony from the burning sensation.

As soon as he screamed, Juvia then came out of nowhere . She blasted scalding streams of water which forced Roxas backwards. Once that was done, Juvia turned herself into water. Roxas used let out a roar, which caused a shockwave to race outwards. The attack caused Juvia to lose focus and turned back to normal and once she did, Roxas' 'tails' slammed her into Gray, who was just getting up.

After Roxas did this, he fell to his knees and began panting in fatigue. He heard something speeding to him and he flipped backwards to avoid an iron pillar that slammed onto the ground where he stood. "Gihi! I'm looking forward to our rematch," Gajeel said from a rooftop. The pillar retracted back and formed his regular arm.

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The others who previously fought against Roxas had gotten to the city where they saw Gray holding up the unconscious body of Juvia. Elfman stood next to him.

"How are we doing?" Cana asked.

"Gajeel is fighting him now," Gray said.

"Gajeel!?"

"Metalhead?"

Both Levy and Ariel sighed before they both saw Gajeel falling to the ground, and landing on his feet as he slid backwards, making a huge shockwave.

Roxas was above them in the sky floating, his eyes still glowing brightly red. Gajeel wiped his mouth as he had some bruises on his body. "Still as much of a challenge," he chuckled. "I'm getting more of a kick out of this than I thought I would." His right arm transformed into an iron spiked sword. He jumped towards Roxas. "Iron Dragon's Sword!"

Roxas then used his 'claws' and clashed with Gajeel's iron blade making a huge shockwave in the air. They both landed on the ceiling of a building and continued to clash over and over. Roxas engulfed his left arm in crimson flames. He jumped towards Gajeel and combined his 'claws' and Nine-Tails' Scared Fist by slashing past Gajeel with both attacks, causing significant damage to him. Gajeel fell to his knees as his iron sword turned back to his normal arm.

He refused to give up as he got back up and had iron scales covering his arms. "Your power is the real deal, but you're not taking me down!" A grayish green seal appears in front of him, turning his right arm into large iron spearhead. "Iron Dragon's Lance: Demon Logs!" He shot several green glowing iron spears towards Roxas who used his agility to dodge all of them as he was getting close to Gajeel. He smacked the dragon slayer off the roof.

Roxas proceeded to jump up above him before covering himself in crimson flames. "Nine-Tails' Spear Charge!" as he covered himself in fire he dived towards Gajeel and when he made contact, they both slammed into the ground. This impact created another huge shockwave.

"Gajeel!" Levy worriedly yelled.

"You're kidding me! Metalhead lost!?" Ariel exclaimed.

"Now what, we're not in shape to take him on together." Levy said and looked to Cana. "Where are the others?" Before she could answer his question, a flash charged towards Roxas but he used his 'tails' to block the impact. This flash was Erza, as she took an a punch to the chest but backflipped several times onto her feet.

"Does that answer your question?" Cana asked with a smirk.

"It's not enough!" Ariel said. "If Metalhead and I couldn't beat him alone, then I don't know if even Erza can snap him out of it."

"That's why Erza won't be alone." They saw Mirajane walking towards them.

"Devil Lady, okay now there is no way that Roxas can beat the both of them."

Erza and Mira stood next to each other as Roxas' 'tails' swung behind him. "Mira, Erza. Please don't hurt him." Lucy pleaded. "Odds are he doesn't even know what he is doing."

"We understand." Erza said before her body was surrounded in a gold flash. She was now in her Heaven's Wheel Armor.

"Roxas, if you're still in there; I'm sorry. I know you wouldn't even dream about hurting your friends. But you leave me no choice. Take Over: Satan Soul!" A black seal appeared above Mira before she transformed into her demonic form. She sprinted over to Roxas at an even faster speed than what the Fox Slayer could barely see. When she got close, Roxas tunneled a hole for himself to escape through. Mira got to the hole before blasting a purple beam right into the hole making a tremendous explosion around the area forcing Roxas out of the ground and into the sky. While he was in the air, he adjusted his descent and looked down. He boosted towards Mira while his fists were engulfed in flames.

Mira outstretched her hand and simply blocked the attack making a huge shockwave. Roxas was throwing quick punches which Mira was easily able to block each one; because of this his power was building as a thin red aura surrounded him. Above Mira, Erza flew towards Roxas preparing to slash past him with her dual blades. Mira jumped back and in a shocking surprise, Roxas caught both blades in his hands. Erza's eyes showed shock as Roxas glared at Erza before shattering both her blades with his hands. He began to hold his breath.

"Impossible, did you just...?"

"Nine-Tails' Howl!" He shot a large stream of crimson flames from his mouth which engulfed both Mira and Erza. When it ended both girls had shock on their faces at Roxas's power.

"Just how strong is Whiskers!?" Ariel yelled.

"I don't know," Levy said. "I wonder how much he can keep this up?"

A dark crimson seal appeared below his feet. "Nine-Tails' Shock Wave!" He stomped hard on the ground forcing a massive sonic boom to race out. It sped to Erza and Mira with both of them taking the attack. Mira landed hard onto the ground while Erza hovered above her.

"I don't get it! Whiskers is only getting stronger, so why don't they fight seriously?" Ariel asked.

"Because at this rate, we don't know what will happen to Roxas's body if they unleash their powerful magic on him," Cana said. "There is a very thin line between snapping him out of that state and actually killing him."

After she said this, Roxas was seen blocking strikes with from Erza's blades with crimsons flames on his Cloak claws. "Nine-Tails' Rapid Punch!" Roxas let loose a fury of punches that all made their mark on Erza. She jumped back.

"I apologize, but you forced my hand!" She summoned a huge quantity of swords before she jumped to Roxas. "Blumenblatt!" She attempted to slice past Roxas with both her blades but the strikes were blocked by Roxas' 'tails'. Right after that, the blades that Erza summoned were speeding to Roxas.

But Roxas made a powerful wave to keep the blades from striking him, sending them in numerous directions.

One of the blades almost impaled Levy's foot. "Eeek!" She screamed.

Erza quickly counter-attacked after her last one failed. She summoned eight more blades that spun around her. "Circle Sword!" She forced an expanding circle or energy that was made of her blades that managed to cut through Roxas' wave which forced him to jump into the air.

However Mira was waiting for him before she shot a powerful dark beam to Roxas. But he made an a crimson fire sphere that made the beam split in five ways around him. As Roxas flew to Mira, she did the same while her demonic fists were surrounded in purple circles of energy. They both threw punches at each other but Mira was more proficient in her attacks which made her send him higher up into the air with a single punch. Roxas made a huge tornado of red flames appear under Mira as it engulfed her. The cyclone had disappeared leaving Mira hanging in the air this gave Roxas a chance as he engulfed himself in crimson flames with curving blades or air forming around them. "Nine-Tails' Wind Charge!" He flew towards Mira and speared into her.

But a white flash had slashed past Roxas which ended the attack, causing him to fall. He landed on his feet after falling to the ground. The white flash landed on the ground in front of Roxas while Mira landed on the other side. Erza was revealed to be that flash and she was in armor that bore a resemblance to a cheetah with the breastplate being a revealing cheetah patterned top with fur lining the lower edges. She had short, black shorts with a cloth hanging over it. Below that were dark blue stocking covering her legs. Her left leg had a more armored boot on it while her right leg hag a gray heeled boot, there was a cheetah patterned leg guard on her left leg. She had long armbands that were the same colour as her stockings and she had a cheetah patterned gauntlet on her left arm. There was a large furred collar around Erza's neck with a large pair of cheetah's ears on both sides of Erza's head. She had a tail hanging from the back of her shorts. She was holding a sword in each hand.

"Man, Red sure likes dressing up doesn't she?" Ariel said after seeing this armor.

"That is her Flight Armor; it's an armor that increases her speed in battle." Cana explained.

She sped over to Roxas, but his eyes were able to keep up with her so he made an another wave that kept her back making her backflip in the air, landing on her feet. But Mira was able to speed through the wave before throwing a powerful kick to Roxas' stomach. Forcing him into a building, the impact made a dust cloud. Through the dust, crimson beams sped to the two S-Class wizards. Erza sliced up the beams with her blades. Roxas could be seen holding his breath and he was also taking air in."Nine-Tails' Gusting Howl!" He shot a huge fire cyclone from his mouth which engulfed both Erza and Mira. Erza was surrounded by a gold light before she was in her Flame Empress Armor. She dashed through the flames and when she was in Roxas' sight she saw he was preparing a punch. His right arm was covered in crimson flames. "Nine-Tails' Scared Fist!" Erza blocked the punch with her sword, but the energy of the punch sent her sliding back.

As Erza slid back Mira flew over to Roxas. "Darkness Stream!" She stretched out her hand where a purplish black seal appeared in front of her she shot three hands made of dark energy at Roxas. They grabbed him and formed an orb of darkness around him. But his 'tails' pierced through the darkness orb, freeing Roxas from the attack.

Erza re-quipped back into her Flight Armor before charging to Roxas. The Fox Slayer predicted what Erza was going to do as he used his senses. He created a large ball of crimson flames that impacts her stomach instantly stopping her momentum. He proceeded to make all three of his 'tails' hit Erza's left side, making a huge impact that sent her into a wall.

"Erza!" Levy yelled.

Roxas looked to Mira, who was now in the sky as she held charged a ball of darkness energy in her hands. "Forgive me Roxas. Soul Extinction!" She shot a beam with a colossal amount of Darkness magic down towards Roxas where it looked to have engulfed him. It made an explosion that blocked out the sky temporarily. When looking down at where the attack hit, a large crater was seen but Roxas wasn't. Mira's thoughts were filled with worry. 'NO! Please tell me I didn't...' Before she could finish her thought, Roxas was behind her with narrowed eyes. "I-I missed!?" Roxas unleashed a stream of crimson flames from his mouth that completely engulfed the Take Over mage. It sent her plummeting to the crater she had created earlier. Mira was surrounded by square shaped scales that turned her back to her normal form, that last attack had knocked her unconscious.

Erza was being helped up by Levy, as she wasn't down yet.

Lucy took in what she was seeing. "No way... Not even Mira and Erza working together could take him down."

Erza glared at Roxas. "I have to end this!" She re-quipped to where she is now wearing nothing but her red pants with yellow flame pattern at the bottom. Her chest was covered with a white, bandage-like cloth and her hair was tied in a high ponytail. She had two long katanas in her hands. "I'm sorry Roxas," she apologized with tears in her left eye.

"ERZA!" Lucy yelled out her name and stood in front of her.

"I'm sorry Lucy, but I can't hold back anymore. Everyone else did even Gajeel and Ariel, and look where it got them."

"I know but listen, a part of him is in there. I can feel it; if I can reach out to him then this will all be over." Lucy said with tears falling from her eyes. "Please Erza, let me talk to him! I'm begging you!" she pleaded almost on the verge of sobbing. Erza saw the desperation in her eyes as they were quivering.

"Lucy, are you really sure you can reach out to him?" Erza seriously asked.

"I know I can," She replied defiantly.

"Go," Erza said.

"Thank you!" she said, and gave Erza a hug. After letting go, Levy looked at her.

"Be careful, Lu."

"I will!"

Roxas was taking deep breaths which showed signs of fatigue. Lucy took a step closer and this made Roxas shoot lines of fire to Lucy's sides, causing her ponytail to come loose. Her long hair was now blowing in the wind. She remembered the other time when she calmed Roxas down from the Nine-Tails State. But something was different this time; she wouldn't let that stop her. This was the only way that Roxas' rampage would come to an end. As she got closer the cloak fades almost as if he was allowing her to advance.

'Is this really going to work?' Ariel thought.

"Roxas! I know you're in there, and I know you can hear my voice. You have to control this power; if you don't you'll hurt people!" Lucy exclaimed.

Roxas took a step forward and his crimson his eyes were flickering. "I...can't...It hurts." he said in his Nine-Tails State voice and normal voice.

'He really can hear my voice.' "You can hear me. You recognize me, right? It's me Lucy."

"Lu...ugh!" He held his head in pain as his eyes stopped flickering were fully glowing crimson. "You... need to run!"

Lucy ran over to him and engulfed his body in a hug, hoping her warmth would be enough to snap him out of it. "I'll never give up on you Roxas!" she said with tears flowing down her cheeks. For a brief second he looked like he was about to hug her back. However, the fox cloak returned making Lucy back off as she was in tremendous pain as the undersides of her arms were burned. She screamed as she let go and fell to her back side.

"NO!" Erza yelled.

"LUCY!" Levy screamed in horror.

"YOU BASTARD!" Ariel yelled as she ran to Roxas but she was shot back instantly by one of his 'tails'.

Lucy looked at Roxas who was preparing a ball of crimson flames over his head, preparing to throw it over her. Her legs were paralyzed as fear stuck her to the ground. 'N-No... I'm gonna die... Roxas...why?' Everything slowed as Roxas was about to throw the fireball down on her. The attack hit the ground where Lucy was. Everyone was filled with shock. When the dust cleared, the crater was empty.

Lucy, on the verge of death, was clutching to something. She opened her eyes to find she was in Natsu's arms. "N-Natsu...?" she asked, confused.

"You're pretty gutsy, Lucy; I can see why Roxas likes you so much," Natsu said with a smirk. He set her down and Levy and Ariel ran over to him.

"Hey, about time you got here!" Ariel said. "Where were you, Pyro?!"

"I was thinking..." Natsu said.

Happy appeared next to Natsu. "He always wanted to finish his fight with Roxas, but not like this." Happy said.

"Roxas can't control himself, can he?" Natsu asked with a serious tone.

Lucy shamefully nodded. He saw the burn marks on her arms. "He hurt you, didn't he?" she looked away as she didn't want to answer. "And he hurt the others too." He paused before he talked again. "Everyone stay back. I'll handle him!" Natsu said with a serious tone.

"What! But Natsu; Mira, Erza, Gajeel, Ariel.. Everyone that fought him went down!" Levy started. "Are you sure?" She got in answer in the form of a serious nod in her direction. 

"Natsu, please don't do what I think you're going to do... that's still Roxas in there!" Lucy pleaded, thinking Natsu would actually do the unthinkable. She clenched her necklace tightly.

"I'm not going to kill him Lucy. But I AM gonna kick his ass!" Natsu replied. Lucy worriedly nodded and let Natsu walk towards Roxas. "Roxas, if you're still in there, I'm here to keep my promise! I know you wouldn't do anything to hurt your friends, but if you're not gonna fight this, then I'll beat it out of you!"

Both of their fists lit up and flames surrounded them. They both punched each other. Natsu hit Roxas in the face and Roxas got to Natsu's stomach. Both flew back, sliding on their feet with them glaring at each other.

Roxas' fox cloak became more crimson as his 'tails' swung wildly as he bared his sharpened canine teeth and claws.

Natsu had both his fists engulfed in flames as he prepared to battle against Roxas without holding anything back.

Natsu rocketed towards Roxas while the Fox Slayer roared to the heavens. Their epic battle has now begun.

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Next Time: Natsu vs Roxas

Roxas is on a rampage, he has beaten anyone that stood up against him and has even burned Lucy. It is now up to Natsu to stop Roxas before he can hurt anyone else