Aria, even though his eyes were shielded by his bandages, was forced to look away from the blinding intensity of the light.

When the light faded, standing in Braedey's place was a 27 ft tall Cybertronian with a male body structure, whilst possessing a green colour scheme with white, yellow, and red highlights. Its helm has a crown-like design, with two white wings reaching back, whilst having a red visor, and a white battle mask in place of its lower face. Two large wings sprouted out of the top of his shoulders, accompanied with two large engines as the shoulders, whilst on his back were two large engines and the rudder and elevator sections. His chest was the main nose and cockpit section of the aircraft, whilst the legs and the feet were mostly part of the bottom of the fuselage. Finally, on the chest was the Transformatrix symbol.

Jetfire: (Australian aviator's voice) JETFIRE!!!

The air mage looked back with a frown. He was impressed by the sudden transformation; however, he merely lifted an eyebrow at Jetfire. This form didn't appear very powerful or strong at all.

The air mage looked back with a frown. He was impressed by the sudden transformation; however, he merely lifted an eyebrow at Jetfire. This form didn't appear very powerful or strong at all.

Aria: Hmph. Your Take-Over is rather...unimpressive. If you're planning to run, you have chosen the wrong form.

Jetfire: Who said I was gonna run, you crybaby!'

Aria sniffled in response, as more tears flowed from under his bandages. Jetfire sweat dropped. This guy was really disturbing him with all the crying.

Jetfire: Buddy, could yah stop with the waterworks? It's creeping me out.

Aria: (sobbed) I will make you pay for mocking me!

The air mage held out both hands, his thumbs cocked in toward his palms.

Aria: Try a taste of my Airspace Magic!

Jetfire cocked a metal brow. Usually, when a wizard casts a spell, a magic circle would appear in front of them. At least, that's what Braedey noticed so far in his small amount of time in this crazy magic universe. However, no magical circle appeared.

Braedey was about to comment until suddenly, a blast of air smacked into him. The airspace wall sent Jetfire careening back. He flipped in midair and landed on his knees. Jetfire shook off the attack and returned to his feet. He had felt the impact from that attack; nevertheless, his super-hard exterior protected from feeling any real pain. Unbeknownst to Braedey, Jetfire's natural armour protection from magical attacks also prevented any real damage.

The air wizard looked at Jetfire peculiarly, though Braedey couldn't tell because of the bandages covering his eyes. He was intrigued that this Take-Over mage was able to get up so easily after that attack. Granted he was holding back his full strength, but still.

Braedey: (glared at Aria) Airspace? So you use Air Magic, huh? Well, you're in for a mess of trouble! You're not the only one with wind powers! Jetfire, TRANSFORM!

Jetfire jumps into the air and he begins to transform. His head folds into his body, as his arms and hands, both of which are the outboard engines, fold up and lock onto the wings. Next, the cockpit and nose section on his chest and abdomen fold up, the form slowly looking more and more reminiscent of a plane. Then, the legs begin to fold up, not becoming the base of the aircraft. Finally, the tail section folds down and locks into place, the tail pieces extending out to lock position. The end result of the transformation is a modified Antonov An-225.

Once fully transformed, Jetfire immediately fired his six jet engines to full power, as gusts of powerful cycle winds shot out from all the jet engines, forming into some kind of air cyclone. Aria was unprepared from the strong gale. He held out his arms in front to shield himself, the wind steadily pushing him back. Jetfire kicked it up a notch by concentrating his jet blasts into a powerful twister. As a result, the air mage was blown off his feet and hurled into the flight of stairs behind him.

Jetfire, who could see what happened from his windows, smirked internally in satisfaction.

Jetfire: Ha! Who's the master of air now, loser?

Shockingly, Aria stood back up, despite the devastating winds that were pushing against him. Aria of the Heavens sniffled, more tears falling from beneath his bandages.

Aria: (small sobs) Amateur! Your wind powers are nothing against mine!

He held out one hand, this time, a purple magical seal appeared.

Aria: Airspace: Zetsu!

Suddenly, a bombardment of invisible, hard air bubbles fired out from Aria's seal and struck Jetfire all across his body. The Cybertronian went flying back a few meters before crashing into the floor. As he lost concentration, his body now shifting back into robot mode. 

Using his left arm and hand, Braedey rubbed his head and groaned.

Jetfire: Man, never seen any kind of wind power like that before.

He wasn't exactly feeling pain, but it was annoying having multiple airspaces smash into you from different angles.

Aria: (chuckles) Perhaps I have overestimated you, dear monster-man.

Jetfire furrowed his optics behind his visor.

Jetfire: Again with the monster-man! Plus, don't take me lightly, windbag. I'm just getting started!

Jetfire jumps into the air again, his jet engines whirring to life as he blasted another twister at Aria. However, to Braedey's surprise, Aria's body became hazy until he vanishes out of sight. Out of nowhere, Aria appears behind Jetfire and fired an airspace attack. The blow sent Braedey careening forward until he hit his chest and rolled over a couple of times. Jetfire used his arms to shakily lift himself up. He looked over at the air wizard with a dumbfounded expression.

Braedey: (thoughts) He can teleport too?

Aria: Hmm... you still stand after an attack like that?

Jetfire: I'm a lot stronger than I look.

Aria: Nonetheless, your wind magic is nowhere close to challenging mine.

Braedey: (thoughts) Yeah, he's got a point there.

He knew now that Jetfire was indeed outmatched against Aria. His air magic was superior to Jetfire's aerokinesis. To rectify this, Braedey taps the Transformatrix dial on his chest, and in a flash of blue, he is replaced by a 40-foot-tall, red and gold Dinobot.

Grimlock: GRIMLOCK!!!!

Aria took a tentative step back, his eyes widening behind his blindfold. He had never seen any kind of Take-Over magic like that before. This technique of changing between Take-Overs was an incredibly advanced technique, as far as he knew. Something like it would require a lot of magical energy.

The air wizard was brought out of his thoughts as Grimlock let out a primal yell, cocking back his right fist. With a grunt, he punches the floor, thus creating a shockwave that travels through the stone floor. Aria didn't react in time as the shockwave threw him off his feet and into a wall, landing on his chest in a comical fashion.

The green coat wizard got up and glared at the Dinobot.

Aria: Impressive, I've never seen magic like that. (sneers at him) It'll be a pleasure defeating you.

Aria held out his hands, a purple magic seal appearing in front of him.

Aria: Airspace: Zetsu!

Without warning, Grimlock was assailed at different angles by multiple airspaces. However, despite the projectiles blasting into him, Grimlock remains standing tall with his arms crossed in front of his face. His tough reptilian hide kept him well protected against Aria's attacks. When the attack ceased, Aria was surprised to see his opponent still standing. But what really shocked him was that he didn't appear injured at all!

Grimlock: You're gonna have to do better than that! (charged straight at Aria)

Grimlock rears back his fist and aims it at Aria, only for it to be stopped midair by an airspace shield. Nevertheless, Braedey noticed that the blow did make Aria slide back a bit. He continued punching the shield, which sent Aria sliding back a few feet at a time. The air mage growled, annoyed that his airspace attacks weren't really going to be able to cause any real harm to his enemy. But then, another idea popped in his mind, causing Aria of the Heavens to smirk.

Aria: It's no use, dear monster-man, You cannot defeat me.

Grimlock slams another fist into the airspace shield, a boom echoing throughout the room.

Grimlock: Wanna bet? I'm just getting warmed up!

Aria: (grinned wickedly) Then allow me to relieve you of that heat.

The man in the long green coat unleashes a huge airspace, which smacks into Grimlock and sends him sliding back halfway across the room. Grimlock lifts up his head, only to see Aria gone.

Braedey was perplexed until he immediately recalled that Aria could teleport. He looked around, finding no signs of him.

Grimlock: You coward, come back and fight!

All of a sudden, Aria appeared behind Grimlock.

Aria: You think I ran away?

Grimlock turns around in time to see two magic circles appear on both sides of him.

Aria: Airspace: Drain!

Suddenly, golden light illuminates under Grimlock's feet and was cast all over his form. Braedey peers down at the light beneath him, lifting a brow in a bewildered manner. Was this supposed to hurt him? If it was, it was epically failing. Aria's confident expression quickly turned into shock and disbelief. How could this be? His Metsu could drain any wizard of their magical energy. How could this mage still be standing?!

When the golden light faded, Aria stood petrified, his jaw close to falling off his face.

Aria: H-h-how is this possible?! T-t-that spell should've drained every ounce of magical power inside you!

Grimlock smirked under his battle mask.

Grimlock: Yeah, about that...

He pulls back his fist and punches Aria through a stone wall behind him, satisfied with the loud crash.

Grimlock: I don't use magic! You dumb bag of hot air!

Braedey then paused, his mind now going over the spell that Aria had tried to cast on him. He said that this "Airspace: Drain" could suck the magic out of any wizard. Did that mean that Aria is ultimately responsible for Master Makarov almost getting killed? The dots began to connect in his mind; he then glowered when he came to an easy conclusion.

The pile of crumbled stone shifted as Aria stood back up, a few cuts and bruises on his face. The powerful air wizard scowls at Grimlock.

Aria: Incredible, I've never had that happen before.

Grimlock: It was YOU! You were the one who drained Makarov of his magical power!

The blindfolded man smirked smugly, tears still trailing down his face.

Aria: Indeed, I did. And what of it?

Grimlock snarled out in rage, clenching his fists in the process.

Grimlock: You mess with my new friends, you mess with me! Going Ultimate!

He lifts up his hand and slaps the Transformatrix dial. Four prongs stuck out from the disk, as another blue light covered his form. In the wake of the flash stood a humungous beast. His armour is now metallic silver, whilst his form grows from its original height to over 70ft tall. The shoulders now represents the head of a dinosaur, whilst his helm has a singular horn, whilst the rest of the form is broad chested and shouldered, the lower legs being thickly armoured, the fingers being sharper and stronger than before. The Transformatrix dial is present on his chest. On his left shoulder is the Fairy Tail symbol stamped in black.

Ultimate Grimlock: ULTIMATE GRIMLOCK!!!

Behind his bandages, Aria's eyes widened again in astonishment. Just how many forms did this strange, powerful human have? After a short moment, Aria's shocked expression turned into a confident smile.

into a confident smile.

Aria: (calm tone) Since I am now in the presence of a worthy opponent, I believe it is necessary for me to step up my game.

He reaches up and pulls off his bandages, revealing his eyes. His eyes are white with small pink pupils. Suddenly, his pupils grew larger as a white 'X' appeared in the pupils.

Ultimate Grimlock: That is so wrong on so many levels.

Meanwhile, outside in the Fairy Tail courtyard, the remaining wizards left standing continued to fight the seemingly endless waves of phantom soldiers. For every group they wiped out, more popped up in their place. The fatigue on everyone was beginning to show, but none of them would dare falter now.

Elsie who re-quipped in Erza's Flight Armor was mowing down Shades left and right with a worried look on her face. Right behind was Erza, who's re-quipped into her Flame Empress Armor, cocked back her flaming sword and delivered a fiery slash at a mass of phantoms. The light and intense heat instantly destroyed the Shade creations. 

Without warning, the attention of the Guild and Magnolia citizens was captured by the huge magical seal being drawn slowly in front of the Giant. It appeared to be glowing. Nearly everyone in Magnolia and some of the Fairy Tail mages began to panic. Erza's and Elsie's own eyes widened in horror as she lightly gasped. That sign meant that there was almost enough accumulated power for the Abyss Break spell to be cast.

Elsie: Damn it! It's almost done!

Erza: (thoughts) Come on, what is taking so long? You must hurry. Don't fail me now!

Lucy, who had summoned Cancer to battle the Shades looked on with a worried expression.

Lucy: Y/N.........

(with Braedey)

Suddenly, smoky gusts of wind collected around Aria, the power around him growing ever stronger now that his blindfold had been removed. He could now unleash his full strength.

Aria: Now monster-man...

Aria moved his hands so that his right was oriented upwards and his left hand was facing down,

Aria: Step into Zero, the airspace of death. It is capable of consuming all life in its path.

Ultimate Grimlock growled out, glaring down at his opponent.

Ultimate Grimlock: You would just take away life so easily? You're nothing but insane!

Aria: (sneered) Think what you want, it doesn't matter.

Smoky wind gathered around his hands.

Aria: Now, let's see how you handle this, cretin!

He then discharged a large, hazy whirlwind at Braedey. Ultimate Grimlock holds up his forearms, shielding himself from the powerful gust. Thanks to his heavyweight, Ultimate Grimlock didn't get blown back by the powerful winds. 

Instead, the hyper-evolved Dinobot snarls out and slams both his fists down into the ground. His body twists and moves itself around, like some sort of mechanical jigsaw puzzle. His arms have shifted into legs, his legs combining together and extending into a tail. Aria watches on, as Ultimate Grimlock's body shifts from a gigantic warrior, into an even bigger creature with a massive pair of jaws. Flames spewed from its mouth. Aria was now gazing at a humongous, powerful, and downright insane, fire breathing T-Rex!

With a powerful guttural roar that shook the room that they were in, Ultimate Grimlock charges forward, the ground shaking under his clawed feet. Inside the raging whirlwind, barrages of smaller airspaces collided with Braedey; however, his current form's immense strength and durability made him immune to the attacks.

Aria gasped in shock at Braedey being able to run through Zero's whirlwinds and airspace projectiles.

Aria: What?! No! This can't be!

Braedey, enduring the countless airspaces striking him, reared back his massive head and with a roar, slammed it right into Aria. Though Ultimate Grimlock made sure to keep his strength in check - if he didn't, there was a good possibility he could kill Aria by mistake. With an audible smack, the air mage went flying back, until he crashed into another wall. To make sure he was down for the count, Ultimate Grimlock transforms into robot mode as his right hand changes into a Gatling-cannon and he discharges a volley of missiles. The explosions shook the room as debris from the compromised section of wall now collapsed on Aria.

Braedey ceased firing and converted his cannon back into a hand. The hyper-evolved Dinobot then casually strolled to the pile of rubble, and lifted away a few pieces of debris. Under it was the cut, bruised, and beaten form of Aria; in addition, his clothes were torn and shredded in places.

Ultimate Grimlock: Using a spell to consume all of life? You're nothing by a weak and pathetic coward! You couldn't even hold a candle against Makarov, not even me or Y/N for that sake! You'll be remembered as a nothing more and nothing less but a sobbing coward.

A waterfall of tears streamed down Aria's cut face, his lips quivering.

Aria: That's... so sad.

With that he sobbed once more, before finally succumbing to unconsciousness. As Braedey turned back to normal.

Braedey: And by the way.... I am not a monster-man. I am the Transformer.

(with the Fairy Tail wizards)

The Fairy Tail wizards and Magnolia residents were all beginning to freak out as the golden magic circle in front of the Giant became brighter. All of a sudden, the light dimmed away as the magical seal disappeared. The Giant's crimson eyes faded into blackness. When the giant mechanical robot's arms fell limply to its sides, the Fairy Tail mages all cheered.

Erza and Elsie let out a sigh of relief. They had cut it close, but the gang managed to prevent the Abyss Break spell from being cast.

Cana: They did it! They must've taken out the Element 4.

Bisca: Thank god for that!

Lucy: (smiled) Y/N did it! (jump in joy) He and the rest stopped Abyss Break!

Erza: (thoughts, smile) Good work, everyone.

Elsie: (smile) Well remind me later to reward Y/N for this.

Erza: If you're thinking what I think you're doing, forget it.

Inside a dark stone-walled room that served as the command center for the Giant, the master of Phantom Lord was furious.

Jose: I don't believe it! My strongest wizards, the Element 4, were defeated by those worthless Fairy Tail scum!

???: Guess that makes them even worse than scum, huh?

Jose: Gajeel.

Jose turned and looked down from a high platform to see the Iron Dragon Slayer.

Gajeel: (smirk) I'm right ain't I?

Jose: I suppose so. It appears capturing the girl would be harder than I thought. 

Gajeel: Appears so. (smirk) You should just let me handle it like I told you.

Jose: Yes. Bring her to me, now.

Gajeel: Got it! (turns to leave) This is gonna be fun!

Jose: As for me... (stands up) There are still some pests scuttling around in my Guild Hall.

Gajeel: You talkin' about Salamander and those Take-Over wizards? 

Jose: Yes, and their friends. They've been lucky this far, but their luck is about to come to an end. I'm going to exterminate them myself.

The aura around Jose became darker and deadlier, a violent, eerie light shining from his body.

(with Erza's group)

Elsie: Oh come on. Ezzie. Let me give him a reward!

Erza: No means no.

Elsie: Oh come on! (think for a moment before smirking) How about this? YOU join me in rewarding him?

Erza: (blush) W-What?!

Elsie: (smirk) That's right! You and I both give him a reward! (lean in towards Erza) I saw some of the armor you got. Especially THAT one! Who knew my sister would be so naughty!

Erza: (blush) N-No! Y-You got it all wrong! That's...

Elsie: (smirk) What? The armor you keep around for some unique fun? Perhaps in a B-E-D?

Erza: (blush) That's not—

She was cut off when they heard Lucy scream.

Erza: Lucy?! (turn to her) What!

Gajeel: (seen holding Lucy) Sorry, but Master Jose got impatient. So we're taking her now.

Elsie: You let her go! (rushes toward Gajeel) 

Gajeel smirked as he jumped high toward the giant.

Lucy: Let me go!

Everyone's attention, whether they were inside the Giant or in the courtyard, was grabbed by a ding in the Phantom Lord's PA system.

Jose: Attention you pathetic Fairy Tail scum. Listen carefully, because I'll only say this once.

Gajeel landed on top of Giant's head as he put Lucy's arms behind her back and begin to push her into doorway.

Jose: We have captured your precious Lucy Heartfilia, which means that our first order of business is now out of the way. And that means only one more thing, my favorite part, wiping you pathetic brats right off the face of Earthland.

Somewhere on the Giant, Y/N had a worried look on his face.

Y/N: Lucy!!!

He can't believe they've got her. He ran to go save her again, but not before looking back at Juvia who is still unconscious.

Y/N: Sorry, Juvia. But I got to help Lucy. I don't know if you can hear me, but I'll be back for you after I save her.

He then took off and headed towards the giant's head. Back with Gajeel, he had thrown Lucy into a wall as she groaned in pain and slowly slid down it. As she reached the floor, she gave Gajeel a hard glare.

Gajeel: C'mon, you gotta sing better than that.

Lucy whimpered slightly, the pain coursing through her body was intense.

Gajeel: Too bad, your heart's just not in it.

Phantom Lord member: Hey Gajeel, hasn't she had enough?

The Phantom mage was standing alongside a small group of other wizards.

Phantom Lord member: Besides, the master said he doesn't want her getting hurt or anything.

Gajeel: (lifted a brow) But what else am I supposed to do?

He then turned away, his expression growing serious.

Gajeel: I can't believe he's doing this. He leaves me to watch over her while he has all the fun.

He shifted his left arm into an iron-club and stepped toward Lucy, who was still on the ground trembling.

Gajeel: Anyways, I'm just playing with my new toy.

Phantom Lord member: Yeah...but if the master catches you doing this, we're all gonna be in trouble.

Gajeel frowned as he turned back and extended out his iron pillar, slamming it into the man's face. This shocked the other Phantom wizards in the room.

Gajeel: Shut up! I know the master thinks she's important, but she's just another piece of Fairy scum to me. Hmph, even though she's a girl, she's still a wizard. She should've known what she was getting herself into when she joined that Guild.

A dark-skinned man wearing shades and a white jacket named Boze took a step forward.

Boze: You're taking this too far, man. Let it go.

A dark skinned woman named Sue took a step forward as well.

Sue: Master's gonna lose it, isn't he?

Gajeel: (smirk) Well then, I'll just tell him that it was all your idea. (chuckles) 

Boze and Sue both sweat-dropped in nervousness.

Boze and Sue: Please don't do that.

Gajeel then turned back to Lucy, who was steadily picking herself up from the floor.

Gajeel: Aw, I kinda feel sorry for her. Her fellow guild members didn't even want her back until they found out that her old man's loaded.

To the iron wizard's surprise, Lucy actually smirked and chuckled as she shakily stood up.

Lucy: Geez, you're so dumb. I can barely even believe it. It's just sad. I actually feel sorry for you.

Boze: What? Did she really just say that?

Sue: Is this chick really talkin' smack to Gajeel?

Lucy looked straight at Gajeel, a confident smile on her bruised face.

Lucy: Phantom Lord, huh? Ruler of the spirits? Oh please, you don't scare me at all.

Gajeel: (sinister smile) You shouldn't have said that.

Within a blink of an eye, the Iron Dragon Slayer extended an iron-club and slammed it into Lucy's abdomen, pinning her against the wall.

Gajeel: You've got some nerve running your mouth like that in a situation like this, princess. I have to admit, you got guts.

He then pulled back his arm, letting her fall to her knees in exhaustion and agony. 

Gajeel: Make some noise! But not this trash talk act you're putting on, I want screams! And if I don't start getting what I want, you're gonna be sorry!

Despite the pain she was enduring, Lucy looked back up with a smirk.

Lucy: Then why don't you just go ahead and finish me. Then you're gonna be sorry. Just you wait.

Gajeel: Oh yeah, who's gonna make me?! I'm curious.

The other Phantom Lord mages could only watch the scene in front of them, but they had to concede, Lucy was either really brave or really stupid.

Lucy: Fairy Tail! They'll never let you get away with this. And if I were you, I'd be watching my back from now on... because the world's strongest Guild will come for you!

Gajeel's eyes narrowed at the blond haired girl.

Gajeel: So they're gonna come after me, huh?

Then, a wicked, delighted grin took shake on his face. He changed both of his arms into iron-clubs, crossing them in front of him. 

Gajeel: Sounds like fun!

Gajeel then leaped at Lucy, the heel of his boots aimed right for her face.

Boze: Gajeel!

Sue: STOP!

Lucy: You think you're so strong, but I know something even stronger than you!

However, an instant before Gajeel's foot met the Celestial Wizard's face, something broke through the floor.

???: LUCY!!!!!!!! 

Y/N, as Diamondhead emerged through the floor, much to Gajeel's surprise as he delivered a wicked haymaker into the iron wizard's face. Gajeel went flying back, but he managed to flip midair and land on his feet. Diamondhead landed near Lucy and stood protective in front of her.

Diamondhead: Are you alright?

Lucy: (smile) Yeah, now that you are here.

Lucy gathers her strength and kisses him on his lips. Diamondhead had his eyes widen with a blush on his face.

Diamondhead: (blush) Y-Yeah, no problem. (shook his head) Stay back, I'll take this guy.

Lucy: Please be careful. I don't want my boyfriend to die before the first date.

Diamondhead: Don't worry, I'm really hard to kill so I won't die.

(with Braedey)

Braedey growls after hearing Jose over the PA. He was fixing to start tearing everything in the Phantom Lord's headquarters apart until he heard a beep coming from his Transformatrix.

Braedey: (confused) Huh?

???: Braedey! 

He turns around to see Rebecca, Robo-Happy, Mirajane, Gray, and Elfman now sprinting into the room. They had cuts and bruises in various places on their bodies whilst their clothing was ripped in random areas. The five looked like they had gone through hell.

Braedey: Mirajane? What in the Allspark are you doing here?

Mirajane: Jose kidnapped me and was about to kill me when I tried to impersonate Lucy. Elfman saved me though by changing into a full body Take-Over.

Braedey: So that was the yells and roars I heard a while ago. Did any of you find the power source for Abyss Break?

Robo-Happy: Yup! Turns out the power source was the Element 4!

Rebecca: And Once we defeated them, we stopped the spell from being cast.

Braedey: That's good to hear. But now we've got bigger problems - Phantom's got Lucy. We have to save her.

Rebecca: I think Y/N is already on his way, I do hope he can win.

Elfman looked behind Braedey to see a beaten Aria lying in a pile of debris.

Elfman: (surprised) Whoa! That's Aria!

Gray: You defeated that guy all by yourself?

Braedey: Yeah, to be honest, I fought tough Decepticons in the past. I can beat guys like him in my sleep.

Before anyone could comment, a dark haze flowed into the large room. The group froze as the black cloud created unpleasant, horrid sensations in their bodies. It felt as if death was coursing around them, trying to take away their souls.

Rebecca: (scared) W-W-W-W-What is this?

Robo-Happy: (scared) Rebecca, hold me!

Gray: (scared) What the?

Mirajane: (scared) What is it?

Braedey: I... I can sense... death.

Rebecca and Robo-Happy hug each other in fear.

Rebecca and Robo-Happy: (scared) DEATH!!!!!

Gray: I... I don't like this feeling.

Elfman: Man, I'm super manly and this is even giving me the creeps.

Mirajane: Whatever it is, it's pure evil.

Suddenly, ominous clapping echoed through the massive, silent room. The group turned around to see a man wearing blue pants, a blue coat with yellow trim, and black boots. His hair was black and tied back in a ponytail. His mustache was cut clean and his lips were a sickly onyx. But what really caught their gaze was the purplish-black energy radiating off of his body.

Jose: Bravo. You are all quite keen. Very impressive, Fairy Tail wizards. But never in my wildest dreams did I believe it would be this entertaining. Taking out my Jupiter Cannon, disposing of my elite Element 4, and you even managed to bring my Giant to its knees.

Rebecca: (took a step back) So you're the master of Phantom Lord?

Braedey: Jose... 

Robo-Happy: (scared) Rebecca, he's scary!

Mirajane: (covers her mouth, thoughts) It's like a dark cloud is hanging over him. It makes me sick just being near him.

Jose: You've all entertained me so much, I just have to return the favour.

Braedey, Elfman, and Gray got over their fear and took defiant stances. Braedey stood behind them as he cracked his knuckles and reached for his Transformatrix.

Braedey: You guys up for this?

Gray and Elfman: Oh yeah.

Jose: (smirked sinisterly) I'll return it in full.

Gray took a stance.

Gray: Ice Make: Saucer!

Elfman held up his right arm, a magic circle appearing on top of it.

Elfman: Beast Arm!

Mirajane: WAIT!

Rebecca: YOU GUYS STOP!

However, their protests were ignored as Elfman and Gray jumped at Jose.

All of a sudden, an amethyst circle appeared in front of Jose, and then a volley of purple jellyfish-like ghosts fired out from it. Gray and Elfman both shouted in agony as the ghosts blasted them backward, where they crashed into the floor.

Mirajane: Elfman! Gray!

Robo-Happy: Oh no!

Rebecca: Not good!

Braedey turned and glowered at Jose. Before he could make a move though, the darkness mage moved his hand in a swift arc pattern. As a result, a red explosion of magical energy sent the group, minus Braedey, careening back. They landed on the other side of the room, hitting the stone floor hard, and were put out of the fight immediately.

Braedey: GUYS! Are you okay?

Robo-Happy: Ow... Not really...

The Shade Magic wielder smiled haughtily as he held out his hand. Remarkably, a tornado of purple and black energy fired from his hand toward Braedey. Braedey managed to dodge to the side with a roll. After avoiding the attack, he tapped the Transformatrix dial.

 In a flash of blue, he had been replaced by a 30ft tall Decepticon, its metallic body is lean and slender and its scheme was primarily black with purple highlights. But what really separated this form from the rest was that instead of a face or a horizontal visor, this one's entire face was just a blank screen. And finally, the Transformatrix dial was in the centre of its chest.

Soundwave: (stereophonic voice ) Soundwave superior. Phantom Lord inferior.

Jose cocked a brow at this form. He was dumbfounded for a moment before he began to laugh.

Jose: What is this? (laughs) You must be joking!

If Soundwave had a face, he would've shot the black haired man a scowl.

Soundwave: Oh Jose, didn't anyone ever tell you to never underestimate your opponent?

The wielder of darkness magic simply sneered.

Jose: Oh please, what could you possibly do to me, you scumbag?

All of a sudden, two objects deploy from Soundwave's form. The chest piece on his torso broke off, and turned into the winged contraption known as Laserbeak. Next, a small black box shoots out of Soundwave's back, and transforms into a jaguar-like creature known as Ravage.

Soundwave: Operation: Wall of..... SOUND!!!

Suddenly, a wall of sound-waves smashed into Jose, throwing him off his feet and crashing into the stone wall behind him. A section of the wall collapsed on top of him, burying him beneath a pile of crumbled rubble. The three 'Cons ceased their attack, analyzing the scene keenly.

Then, deadly purple light suddenly illuminated in-between the cracks of the rubble. A short moment later, an explosion of dark amethyst energy blew the debris away. Standing there was Jose, though his entire form was consumed by purple, ghostly flames. The white in his eyes had turned pitch black while his pupils were little silver dots. A little trickle of blood was running out from Jose's nose, and his expression displayed pure rage.

Jose: YOU'VE JUST MADE A BIG MISTAKE, YOU WORTHLESS BRAT!!!

Soundwave: I make a lot of mistakes, but kicking your miserable despicable hide isn't one of them.

In response, Jose growled savagely and swiped his hand in an arc motion. As a result, a wave of red energy was discharged at Braedey; however, the three Decepticons were quick to jump over the wave as it passed them by. Snarling in rage, the master of Phantom Lord held out his hands and fired more Dark Beams. The three Cybertronians skillfully dodged the attacks. Whilst they jumped, ducked, and sidestepped the multiple energy projectiles fired at them, they split up until they surrounded Jose on all sides. Once they encircled him, they breathed in deeply and then let out powerful, sonic screams at him.

Jose immediately covered his ears, falling to a knee, as he screamed in agony. The powerful sound-waves were pummeling his body both inside and out, causing him a ton of pain. If it weren't for his immense endurance and magical strength, he'd have been knocked out by now. He opened an eye and glared at the 'Cons around him. In swift motion, he held out his hands and fired mauve, ghostly blasts out from his fingertips. Ravage was knocked down, resulting in it falling into stasis, his body folding up back into Soundwave's back.

After seeing their comrade become struck down, the two remaining ceased their sonic attack. The Phantom master yelled out, as he shot out a purplish-black, ethereal tornado from his hands. Laserbeak tried to retain control in the spooky whirlwind, but fell to the ground with a screech, then transformed back into Soundwave's chest piece.

Soundwave looked on in shock at Jose's power. No wonder he was made one of the Ten Wizard Saints.

Braedey now realised that he was going to need something more powerful. He slapped the Transformatrix dial, causing four prongs to stick out from the disk. Another blue light shrouded the room as an evolutionary surge overwhelmed Braedey's body. Standing in the wake of the flash was Soundwave, but he had changed; his body was about twice the height as before, and had an even darker blue colour scheme. Strange disks were attached to various points on his body, mostly on his wing-like arms, legs, chest, and back, while he has a car front for his chest, and a set of wheels in his heels. He hovered a few inches over the ground.

Ultimate Soundwave: (monotonous robotic voice) Ultimate Soundwave!

He let out a war cry as he collected purple ghosts in his hands and fired a twister of ethereal, magical energy at Braedey.

Suddenly, Ultimate Soundwave dodged the attack by moving at hyper-speed. Braedey exits hyper-speed in midair off of Jose's flank. Before the Phantom Lord leader knew it, Ultimate Soundwave delivered a powerful right hook into his face. He went careening back and slammed into a wall again.

The Phantom ruler quickly got up; the darkness magic around him erupting around his body as his power increased.

Jose: DIE, YOU FAIRY SCUM!!!

He then held out his hands and fired countless darkness blasts at Braedey. The Transformatrix hero crosses his arms in front of him, creating a dome shaped barrier of sound that deflected Jose's attacks. When Jose finally stopped firing his Dark Beam, Ultimate Soundwave pulls off a couple rounded disks from his shoulders and he threw them at his opponent. To Jose's surprise, the disks now duplicated into ten and have surrounded him in a circle.

Ultimate Soundwave: I warned you! Operation: Sonic..... DOOM!!!

All of a sudden, a blast of intense sound-waves, powerful enough to crush rock and steel blasted out of the disks and into Jose. The master of Phantom Lord was forced to his knees from the powerful sound-waves, he covered his ears but to no avail. The sonic attack he had felt before was painful enough, but this time, the attack from this 'Ultimate Soundwave' was much, much stronger. 

The pain he was feeling was excruciating. Jose let out a long, agonised cry as sound blasted into his body. His immense darkness magic was the only reason why he wasn't rendered unconscious with fairly alarming internal injuries.

Suddenly, the eerie purple energy coursing around Jose became even stronger and more intense. A moment later, he tilted back his head as he let out an enraged cry. Purple lightning discharged from Jose's body and struck the disks. The dark energy then traveled from the disks all the way back to Ultimate Soundwave. The hyper-evolved silent 'Con slid back on his feet, letting out a painful grunt from the attack. After a few seconds, the lightning eradicated Braedey's sound disks, which caused him even more pain.

Jose turned his wrathful glare at the teen hero.

Jose: I've had enough of these games!

Without warning, purple, ghost shaped tendrils shot out from a dark amethyst magical circle in front of Jose's hand. Ultimate Soundwave was unprepared when the ghostly tentacles wrapped around him. Braedey tried to break free but was met with shocking results, literally as the ethereal tendrils became tighter and delivered a heavy dosage of pain. Braedey couldn't fight back the urge to yell, the agony he was experiencing was unbearable.

Jose: Yes. It hurts doesn't it, Martin. This is my Shade Entangle. The more you struggle, the stronger the grip becomes, and the more pain you receive.

To prove a point, the crimson lightning coursing around the ghostly tendrils electrocuted Ultimate Soundwave, bringing him even more pain. Jose sneered as he tortured his victim; the screams were like music to his ears. He tapped a finger to his chin in thought, studying the teen hero.

Jose: Hmmm. You possess a similar magic to that of that Y/N of Fairy Tail. Tell me how you and he come by this magic?

Ultimate Soundwave: Tch. As if I would tell you!

ose: Keeping it a secret won't save you. Perhaps a bit more (snaps his finger) pressure will do.

With that he receives another round of lightning shocking him causing him to scream some more.

???: Hey clown face!

Jose was suddenly knocked back by Elsie.

Elsie: Didn't anyone tell you that playing that way is not a fun way?

Ultimate Soundwave: Elsie? 

Elsie: Yo! I was hoping to find Y/N, but (shrugs) oh well.

Erza: (came over) Are you alright, Braedey?

Ultimate Soundwave: Barely, this guy's tougher than he looks.

Erza: Well he is a Wizard Saint and a Guild Master. Appearance can often do that.

Jose: (look at Elsie) Another Titantia?!

Elsie: Looks like we have defeated this creepy man together, don't you think?

Erza: Yes. Our first fight together!

Elsie: Indeed Ezzie! (looks at Jose) You think you can mess with my sister's guild and get away with it!

Jose: Killing you three will bring me so much pleasure!

Chapter 26 ended.

I hope you guys like that. We've reached the climax of this arc. Let me know what you guys think or if you have any ideas at the comments below, peace out and enjoy.