Disclaimer: Hey guys! Firestorm40 here with a new chapter for you all. I do not own any of the characters except my own Ocs. Fairy Tail belongs to Hiro Mashima.

Special thanks to the reviewers and to the readers who Fav/Alert this story, I really appreciate it. So without further ado, Enjoy!

---------------------

Erza requipped out of her Lancer Armor and started falling back towards Undercube's surface, much to her surprise. "Gravity...?"

"Erza!" Lucy cried joyously, "You're okay!"

"Lucy!" Erza exclaimed, "Everyone! You're all here!"

She landed easily and stared around her, "What's going on?"

"No time!" Lexi told her quickly.

Gray started running towards the hole, "We need to get inside! We'll use the gap Erza made to penetrate Tartaros' defenses!"

"Sora, Natsu, and Lisanna are all ok!" Erza shouted, "All that's left is Mira and Elfman!"

"I'm just fine," Elfman growled as he led the other mages into the pit, "Leave the rest to me! I'll save Mira!"

Porlyusica called after them, "Don't forget about the blood sample from the one with Magical Barrier Particles!"

As Erza adjusted to the surrounding battlefield, she was suddenly grabbed by Kyouka's extended talons and yanked into the air.

"Erza!" Lucy shouted in alarm.

"I'll take care of her!" Titania yelled, "Don't worry about me! Face has been released! Find a way to stop its activation!"

Lucy and Lexi grabbed Wendy and leaped into the pit, determined to fulfill the task their friend had given them. Lucas, Carla, and Kiki quickly followed them.

Kyouka slammed Erza into the ground, but the impact gave Titania a chance to break free of the demoness' grasp.

Erza sneered at her enemy, "You're not sick of dealing with me yet, eh?"

"You?" Kyouka snickered, "I'm starting to like you. You're a glutton for punishment, it seems."

"Come at me!" Erza growled.

------------------------

"Mira!" Lisanna called desperately, glancing around the laboratory for a sign of her sister, "Where are you?"

"Lisanna?" a voice called back, "Lisanna, is that you?!"

The younger sister immediately looked to where the voice had originated and saw her sister. Lisanna ran up to her and hugged her tightly with a cry of joy, "Mira! Oh, I'm so relieved!"

Mira hugged her sister back, but frowned, "Why are you in Animal Soul?"

"Well..." Lisanna smiled a bit, "I needed something in place of my clothes..."

"How did you escape?" Mira asked.

"Natsu, Sora, and I found a way to get free," she murmured, "But Erza was captured too."

Mira's eyes widened, "Natsu, Erza, and Sting as well?!"

"They're safe now," Lisanna told her, "But Elfman is still in here somewhere..."

"That person was not caught."

The Fairy Sisters spun at the all-too familiar voice, finding Sayla approaching them with unnerving calm. The demoness' eyes were glowing with a menacing force.

"You...I remember now..." Lisanna bared her sharpened teeth, "You're the one who controlled Elfman..."

"Step back, Lisanna," Mira held out her arm, "Now that I've gotten my Satan Soul back, I can deal with her. But first, you will tell us where our brother is!"

"The person called Elfman was given the order to blow up the Fairy Tail guild," Sayla muttered, "And he did just as instructed. The guild was vaporized."

Lisanna and Mira stared at her, horrified at Sayla's words.

"However..." the demoness hissed in anger, "Not a single person was killed. That failure is now on my head."

While the news that no one had been hurt was a relief to both Mira and Lisanna, Sayla's rage had grown considerably. She glared at the elder of the two sisters, "I was shamed before Lady Kyouka all because of that man. As compensation for destroying and ruining my reputation I'll be taking the youngest of your siblings."

Mira glared back at her, "You aren't going to lay a finger on Lisanna."

"That's what you think," Sayla whispered in fury, "Mark my words, human. I'm taking her after I personally kill you. She belongs to me."

"She belongs to you?"

Sayla turned around at the voice, arching an eyebrow in irritation. Lisanna and Mira stared past her.

"And just what," snarled the Salamander with bared fangs, "Gives you that's idea, you demented bitch?"

Mira smirked, "Seems like reinforcements have arrived..."

"Natsu, are you okay?" Lisanna asked.

The demoness' eyes narrowed, "This one..."

"I'll be just fine after I burn her into a pile of ashes," Natsu growled, igniting his body in a furious blaze. The image of a snarling fire dragon appeared behind him, producing a fearsome mirage.

"No one tries to hurt my friends and gets away with it," he hissed, "Didn't any ever teach you not to threaten Fairy Tail?"

"I see," Sayla muttered disdainfully, "A Dragon Slayer? What an irritation."

-------------------------

In the Tartaros control room, Franmalth was directing Cube's path to get closer to Face's coordinates. He mumbled thoughtfully to himself, "Hmmm, I suppose it is all rather strange. Face appeared somewhere other than where we had expected it to. Of course, I calculated a small margin of error, but this exceeds anything I expected."

The door behind him suddenly creaked open. Franmalth immediately bolted for the cover of the nearest pillar, having detected intruders.

Lucy led Wendy, Lexi, and the three exceeds inside. She glanced around, "This place..."

"There's lots of symbols on the wall," Wendy noticed.

Lexi pointed at a huge globe floating in the center of the room, "That looks like a map of sorts."

"I'm guessing this is Tartaros' control room," surmised Carla.

Franmalth watched them with surprise. 'How unexpected! They made it this far already! Those good for nothing guards! How much will their blunders cost us? How much?!'

Lucy looked over the monitors and frowned, "Just as Erza said, Face has been unsealed."

"Can we shut it down from here?" Lexi asked.

Lucy fiddled with the controls for a moment, but shook her head, "It looks like it has to be shut down manually. This monitor has been locked down so I can't access it. The good news is this-"

She pointed at another monitor. Lucas floated up beside her and read it aloud, "Face must be activated manually on-site? So wait, that means they can't turn it on without being there?"

"There's gotta be something!" Kiki muttered.

The monitor suddenly beeped and the mages froze.

"It's activating!" Lexi gasped.

Franmalth smirked. 'That was quick, Ezel!'

Wendy looked above the monitor and paled, "This says...forty one minutes before Face goes off..."

Lucy blanched, "That's all the time we have?!"

"Just forty one minutes before all the magic in the continent gets wiped out?!" Lexi exclaimed, "W-we have to warn the others!"

"Can't we just smash everything in here?!" Lucas demanded.

"It won't do us any good if everything has to be activated on-site!" Carla muttered, "We don't have the time to warn the others! We'll have to go destroy Face ourselves!"

They suddenly heard a jingle of metal, similar to that of wind chimes. The mages spun around to see a cloaked figure walking towards them with a staff in his hand. His face was that of a skeleton, and likewise, his hands were also nothing but bones.

"The despairing prayers of young maidens...are the resounding chimes of hell's bells. Your fading magicks will breathe anew and restore life into the lands. You maiden faeries who have fallen into Hades' maw...shall become corpses and drift into purgatory."

Lucy started shaking, "A-a skeleton..."

"Uh..." Lexi's eyes grew large, "That's not..real...right?"

"That's just a..a mask..." Wendy gulped in fear, "It's gotta be..."

The skeleton stared at them with lifeless black eyes, "I am Keith, the Ebony Cardinal of the Nine Demon Gates."

Lucy glanced at the clock and frowned as it ticked down, "No time to think about it. We'll have to distract him just long enough to escape."

"Right," murmured Lexi.

"Things won't be good if Face activates..." Wendy muttered as she prepared for an escape.

"Things are already not good, little dearies!" Franmalth popped out from behind Keith, "Gehehehe!"

Lucas bristled, "That's the guy Natsu fought earlier!"

"Leave him to us!" Lucy whipped out two Gate Keys, "Open Gate of the Golden Bull and Gate of the Ram: Taurus! Aries!"

Lexi got in to stance. "I help you."

Both spirits appeared in a burst of light, surprising the two demons.

Aries cast her hands out and created a sea of pink wool, "One Hundred Percent Fluffy-Fluffy-Wool!"

The stifling force of her attack immobilized Franmalth, though Keith simply ignored it. In the meantime, Taurus swung his axe in a huge circle, "Moo! Wool Typhoon!"

"Sliver Dragon's Roar!" Lexi yelled and sent a blast of sliver flames at the two, causing an explosion.

Lucy glanced at Lucas, "Now's our chance!"

"Ok!" the orange exceed picked her up quickly.

Carla grabbed Wendy, "Does anyone know where Face is?!" The young dragon slayer asked.

"It's the Great Cave in Poison Jelly Valley!" Carla exclaimed as Kiki lifted Lexi and started flying alongside the others.

"Let's hurry!" Lucy shouted.

They flew through the corridors at breakneck speed, thinking they had left the demons behind, but suddenly a black mist lunged past them and materialized into the skeletal form of Keith, who blocked their path.

"Didn't we leave him behind?" Lexi gasped.

"I guess he predicted our course of travel..." Wendy muttered, "We'll just have to rush him!"

Keith held up his staff and murmured darkly, "Gaze upon it...the Malefic-!"

He was suddenly struck from behind, but rather than take damage, he simply dissolved into black mist. Gray appeared as the one who had ambushed the demon with a shout, "Out of my way!"

"Gray!" Lucy exclaimed.

The Ice Mage blinked in surprise as they flew towards him, "You guys- whoa!"

He had to duck as the three girls shot past him, nearly taking his head off by accident with their speed.

"Sorry!" Lexi apologized, "We're in a rush!"

"Thank you, Gray!" Wendy shouted back at him.

Gray stared after them, "What was that all about?"

Keith reformed and studied the young man, "You. You are Silver's..."

"Ah?" Gray eyed the skeletal demon disdainfully.

Lucy and the others were almost out of Tartaros when they saw a mass of pink wool filling the hall ahead of them. Caught off-guard, she and Lucas crashed into it, finding themselves trapped. Only Lexi, Wendy and Carla managed to avoid the sudden ambush.

It was clear that the attack was from Aries' arsenal, but the one who used it was Franmalth, who now sported the Ram Spirit's horns and wool over his body. The demon cackled, "I won't let you get away!"

"Lucy!" Wendy shouted.

Lexi yelled, "Let us help you!"

"There's no time!" Lucy called to them. "You have to destroy Face!"

"...Alright! Come on, Wendy!" Lexi said as she and Kiki flew out.

Wendy nodded, "Okay! Carla, fly!"

The two exceeds made to escape, but Franmalth reached after her with an extended arm, "Where do you think you're escaping to?!"

His wool arm suddenly exploded with a flash of golden light, surprising the whole group.

Sora cast aside the mass of wool that had been pursuing Lexi and Wendy with a sneer, "We gotta stop meeting up like this, cyclops freak!"

"Sora!" Lucy exclaimed in relief at her boyfriend.

"You saved us!" Lucas cried joyfully, "You're okay!"

Franmalth blanched, "You again?! You got thrown in prison with the other two!"

"I busted out," Sora grinned, "By the way, Natsu and Lisanna are free too. Oh, and Red. You guys are so royally screwed, I almost feel bad for you."

"Perfect timing, Sora," Lucy complimented as she struggled free of the wool.

"You're the man!" cheered Lucas.

He gazed after the disappearing Lexi and Wendy, "Where'd they rush off to? Also, how'd you guys even get here?"

"No time for that!" Lucy chastised as she got loose, "Face has been activated! Wendy's going to stop it manually!"

Sora cracked his knuckles as he faced Franmalth, "Then I guess we need to clean up these guys here."

"GAAAAHHHH!" Franmalth suddenly started glowing and swelled in size. He suddenly took on the appearance of Taurus- minus his single eye and mouth, "Evolution!"

Lucy gasped, "Aries!? Taurus?! He absorbed my spirits?!"

Franmalth snickered, "Hehehe!" The souls I absorb I can use as catalysts to perform Evolution...but more importantly, how much will the reward for that escaped brat be? How much!?"

"You're even uglier than before," Sora mocked, "And for some reason, that makes me want to punch you even more."

"I never asked you!" Franmalth shot back indignantly.

Lucy glared at the demon, "Give me back Taurus and Aries!"

"Why would I do that?!" the demon exclaimed, "Do you have any idea how much my collection of souls is worth?!"

Sora's fist became wrapped in solar light, "Then I'll punch your gut so hard, you puke those souls out!"

He lunged at Franmalth, but the demon's face suddenly morphed and turned into that of Aries. The Ram Spirit wailed in fear, "Sora, don't do it!"

Her cry gave Sora pause, allowing Franmalth to land a sucker punch on the Dragon Slayer.

Lucas bristled, "That's dirty!"

Franmalth made a grab at his enemy, "I'll just go ahead and absorb your soul, too!"

Sora rolled away quickly and got back up to charge another attack, "Damn you..."

This time, Franmalth's face turned into that of Taurus, who whined, "Please stop, Sora!"

"Taurus!" Lucy gasped.

However, it didn't faze the Solar Dragon, who kicked Franmalth in the face and generated an explosion of solar light magic, "Bad choice! I have no issue with beating that guy senseless!"

Franmalth was caught completely by surprise and went flying, screeching in shock.

Lucy sweat-dropped, "That's so mean..."

"I guess I get where he's coming from, but...ehehe..." Lucas snickered. "It's kind of evil, isn't it..."

Franmalth got up with a growl of annoyance, "Grr! You brat! I'll show you the strongest of my souls!"

His whole body flashed black and suddenly the demon was enveloped in an oppressively powerful force. Dark magic danced around the shadowy form, giving Franmalth a menacing appearance.

Lucy blanched, "No way..."

"This is..." bristled Lucas, "How'd he get his soul?!"

"His power is still rising!" Sora bared his fangs uneasily. He recognized the magic power all too well.

Franmalth snickered, "Gehehe! Get ready to feel the wrath of Hades, the strongest human dark mage that ever lived!"

------------------------

Meanwhile, Lexi, Wendy, Kiki and Carla fly to Face's location as there are only 34 minutes remaining until its activation.

There you have it. That's a wrap for this chapter! Hope you all enjoyed it.  Next chapter will be updated soon so look forward to it. Comment on your favorite parts and don't forget to vote!

Be sure to review. Until then, see ya!!!