(with Y/N)

Diamondhead stood upward as he gave a hard glare to Gajeel who glared back at him, while Lucy had managed to get a good distance from them.

Lucy: Y/N. Please be careful.

Gajeel: (chuckles) Guess it's not too hard to catch a Take-Over wizard if you use the right bait.

Diamondhead: No more running! I'm gonna make you pay for the pain you caused Levy and Lucy!

Boze: Uh...Gajeel?

Gajeel: This one's mine.

With a wicked grin, Gajeel leaped at Diamondhead and turned his arm into an iron-club, extending it out to attack, but Diamondhead braced himself and managed to catch the iron-club.

Diamondhead: A clash of Iron and Diamond, huh? (threw Gajeel toward the wall)

Gajeel made sure to hit the wall with his feet, and held up his arm in time to block a powerful, diamond punch from Diamondhead. The blow was so strong that the stone walls tumbled apart behind Gajeel as a cloud of dust expanded through the room.

The Phantom mages cried out in fear as they ran away from the falling debris.

Phantom Lord member: WE GOTTA GET OUTTA HERE!!!

Gajeel: I'm gonna break you to pieces with my iron fist!

Lucy: Hah! Too bad for you, diamonds are stronger than iron!

Diamondhead unleashes a barrage of crystal shards from his hands at Gajeel, causing him to block with his arms crossed. The Iron Dragon Slayer was unprepared as Diamondhead delivered a nasty right hook into his face. Phantom Lord's Dragon Slayer went flying back until he crashed into the wall on the opposite side of the room.

Gajeel: Tsk! You're better than I thought! But no matter the Take-Over you have, a Dragon Slayer has more power than you can imagine!

Diamondhead: Oh really? You are not the first Dragon Slayer I fought! And like Natsu, I can beat you!

Gajeel: For being Fairy scum you sure are cocky.

Diamondhead: And for a Phantom you sure are black hearted!

Diamondhead turned his hands into axes and rushed at Gajeel and tried to slashed Gajeel with them, but Gajeel managed to dodge them before using the wall to launch himself at Diamondhead and then punched him right in the jaw. But due to his diamond skin, failed to damage him and only himself.

Diamondhead turned his hands into axes and rushed at Gajeel and tried to slashed Gajeel with them, but Gajeel managed to dodge them before using the wall to launch himself at Diamondhead and then punched him right in the jaw. But due to his diamond skin, failed to damage him and only himself.

Diamondhead: Nice try, metalhead!

However, Gajeel swiftly changed his iron-club into a long, sharp black blade and swiped it at Diamondhead, forcing him to jump back. Diamondhead using his axe hands began a duel with Gajeel iron-blade both countering each other's strikes with their own.

Diamondhead: That's a pretty cute toy you got.

Suddenly, spikes began to grow out from the edges of the blade, which gave it the appearance of a deadly looking saw blade.

Gajeel: This is the Iron Dragon Sword. Anything it touches is cut to shreds!

Without warning, the spikes started to spin around the blade much like a chainsaw.

Gajeel: I thought I'd give you an up close and personal demonstration!

Lucy: Y/N, watch out!

As Gajeel went in for a strike, Diamondhead blocked it with forearms, as the iron chainsaw sword clashed against the diamond skin, it slowly began to break.

Gajeel: Huh?

Diamondhead: Like Lucy said, diamond is harder than iron!

Then Diamondhead kicked Gajeel in the cut, before turning one of his hands back into a fist and then unleashed a punch to the face, sending Gajeel back a bit before he was slashed by the remaining axe hand.

Gajeel: Tch. You're better than I thought. Guess I should stop playing around and get serious.

All of a sudden, a bright mint green magical seal appeared under Gajeel's feet; however, it was the next development that really shocked the wizards watching the fight. Gajeel's entire body was suddenly coated in thick, iron reptilian scales, sharp talons grew from his fingertips and toes, and his teeth became more serrated.

Gajeel: Are ya ready, Fairy?

Lucy: He covered himself in iron?

Diamondhead: Oh please! I've seen some else do that before!

Gajeel quickly jumped at Diamondhead with his fist raised back.

Gajeel: Iron Dragon Hard Fist!

Using his new iron scales, Gajeel unleashed a devastating punch to Diamondhead's stomach that sent him flying into the wall right next to Lucy who looked at Diamondhead with a look of worry.

Lucy: (worried) Y/N!

Diamondhead: Ugh... Don't worry, just stand back! Damn, his strength and hardness have increased. Not even Diamondhead's tough skin can sustain that blow.

Gajeel: Try this! Iron Dragon...

Gajeel begins to inhale much to Lucy's shock.

Lucy: Oh no! I know that move!

Gajeel: ROAR!!!!

Gajeel unleashed a very powerful tornado from his mouth, with sharp metal shards in it at them. Diamondhead managed to grab Lucy and place his back to him while covering her. The tornado hit Diamondhead on his back as he was trying his best to endure the attack.

Lucy: Y/N! 

Diamondhead grunts in pain as cracks appear around his diamond-like body.

Gajeel: What was that you said? Diamond is harder than iron? Or was that just a bluff to make yourself look tough?

Diamondhead: Well..... Not everyone can do that! 

He lets go of Lucy once the attack stopped as he placed his hand on the Omnitrix. And with a green flash turned into a vaguely humanoid amoeba-like creature with green skin, six sprout-like growths on the back of his head, a dark-green patch of skin on his head, light-green skin on his face and belly and a crooked teeth overbite. He has whisker-like lines on his face, and a green tail. He had green eyes and wore a black open-front suit with white over-sleeves that revealed his three-toed feet. He wore the Omnitrix symbol on his left hand.

Upchuck: Upchuck!

Gajeel: First you're a diamond monster, now you're a small green freak? 

Lucy: Hey! Don't call him a small green freak! (hugs him) He's very cute in this form!

Upchuck: (blush) Lucy! Not a good time for hugs now!

Lucy: Oops! (release him) Sorry, you are just so cute in this form.

Gajeel: It doesn't matter what he is! He's about to be green swiss cheese! Iron Dragon Lance: Demon Logs!

Gajeel extended one his arm towards their direction, and with his fingers outstretched, he then summoned a Magic Seal in front of him, then unleashed from them were a barrage of iron spears.

Lucy: Y/N!

Upchuck: I got this, Luce!

Upchuck opened his mouth as three tongues came out, wrapped around the iron spears, and ate them.

Gajeel: (shocked) What?! Another form that can eat iron?! Stop stealing my trick!

Upchuck: Do you call THIS your trick?!

Upchuck jumps in the air and spits out a green energy ball from his mouth which strikes Gajeel and explodes, sending him crashing into the wall behind him.

Upchuck: Haha (points at Gajeel) Two for two!

Lucy: Okay, cute form, gross power. You're washing your mouth before you even think of kissing me again.

Emotional damage!

Upchuck: Ouch. That actually hurts.

Lucy: Well excuse me for not wanting... taste exploding vomit in my mouth.

Gajeel: You little runt! Iron Dragon Club!

Once again, Gajeel created an iron-club from his hand and slammed it into Upchuck, sending him into the wall. He then used it to press Upchuck into the wall.

Gajeel: You've got lucky, but your luck has run out Fairy!

Upchuck: So you say! (take a bite out of the iron-club)

Gajeel: Agh! (grabs Upchuck) Stop doing that! (throws him away)

Gajeel looked at Upchuck before turning one of his arms into an iron harpoon. He then points it at him.

Gajeel: DIE!!! Iron Dragon Harpoon!

Lucy: Y/N, watch out!

Gajeel then extended his harpoon arm toward Upchuck who hadn't noticed that attack, but he did right as it came closer, but before it could hit him it suddenly stopped.

Upchuck: It... stopped?

Gajeel: My arm! It feels so heavy! What's going on?!

Upchuck: Heavy? Then that must be...

Soon underneath Gajeel, the ground began to slowly melt, before a pillar of fire emerged from beneath him striking him with its intense heat.

Gajeel: This heat...!

Lucy: It's..... Natsu!

Emerging from the hole in the ground was Natsu who leaped up and onto the floor soon Shiki came up with Happy flying with them as well who looked at Lucy and Upchuck.

Happy: Lucy? Y/N? You guys okay?

Upchuck: Yeah. (get up from the ground) Thanks to you guys.

Shiki: No problem. 

Gajeel: (angry) Salamander.....

Natsu: (angry) GAJEEEELLLLL!!!!!! 

Gajeel: I get one fly and end up with two more!

Shiki: Don't worry Y/N, we'll take care of him.

Upchuck: Shiki, don't... Ugh.

Lucy: Y/N. (gently support him by his back) Let them take over for you.

Upchuck: No. (look at Lucy) I have to do this! For you and Levy.

Lucy: It's okay, you need to rest for a while. You don't have to keep fighting for me and Levy.

Upchuck: ... Okay, give him hell guys.

Natsu: Oh, I plan to! (glare at Gajeel) It's time we settle things, Rust Bucket!

Gajeel: I couldn't agree more, Salamander! Iron Dragon Hard Fist!

Natsu held up his forearm to block the blow, but the strength behind the punch sent Natsu flying back and he crashed into a wall. Gajeel's eyes glowed red as he chuckled maliciously.

Gajeel: Hearing you hit that wall was like music to my ears.

Natsu was on a knee, cringing in pain as he held his injured left arm where Gajeel had left a nasty blue and purple bruise.

Lucy placed her hands over her mouth, looking on in worry and fear for Natsu.

Lucy: He took Natsu down with just one hit.

Happy: That's because those scales on his body are as hard as steel.

Shiki: You may be strong as steel, but let's see how you handle some gravity! Magimech Attack: Gravity Fist!

Shiki's arm glowed with the light of his Ether Gear before he unleashed a powerful punch at Gajeel which sent him into the ground with a loud crash.

Gajeel: Not bad, but you've gotta do better than that. Iron Dragon Spiked Club!

Shiki was kicked by Gajeel leg which was now a large spiked iron club, he then kicked in the head by it sending to the ground, as Gajeel got up he saw Natsu rushing at him.

Natsu: Fire Dragon Crushing Fang!

However, Gajeel hit Natsu with an uppercut and then launched a powerful right hook that sent him careening back. Natsu got back up and charged at the iron wizard once more. However, Gajeel lifted up his leg to kick Natsu, but the fire wizard managed to duck under the attack. Nevertheless, the strength behind his kick created a shockwave that formed a crevice in the floor and a strong gale in addition.

Lucy's hair went flying back as she held onto Upchuck as Happy held onto her shoulders to keep from being blown back.

Lucy: Is there really that much wind coming from his kick?!

Happy: He's twice as strong now that he's covered in those dragon scales!

Upchuck: Not even Diamondhead diamond skin did much against it.

Natsu ignited his fist and punched Gajeel in the chin. Shockingly, the iron wizard was unaffected by the blow as he smirked at Natsu.

Gajeel: Aw...poor little Fairy. That had to hurt, huh? Hate to break it to yah but your puny hand can't scratch this steel!

Natsu clenched his teeth while his eyes widened. But the Fire Dragon Slayer finally staggered back and let out a loud, pain-filled yell.

Natsu: Fire Dragon Sword Horn!

Natsu engulfs his entire body in flames and then propels himself at Gajeel at high speed, Gajeel attempts to dodge but Shiki suddenly appears behind him with his legs glowing.

Shiki: Nice try! Magimech Attack: Gravity Windmill Kick!

Shiki with his gravity enhanced leg delivering a kick at Gajeel powerful enough sent him towards Natsu, who then unleashed a powerful headbutt sending him flying through a wall. Natsu held his head for a bit as Shiki got near him.

Shiki: You okay?

Natsu: Damn! He's tough!

???: Hahahaha!

They turned to see Gajeel walking through the hole in the wall and stood a bit before them with a smirk on his face.

Gajeel: Nice try, but nothing you two do will even put a crack in my iron scales! Iron Dragon Lance: Demon Logs!

Gajeel turned his arms into large spears, and pointed them at the duo before firing a large number of iron spears towards them multiple times in rapid succession. Shiki used his Ether Gear to stop them. But Gajeel smirks and quickly inhales before unleashing his roar attack at them.

Gajeel: Fools! Iron Dragon Roar!

Natsu: Fire Dragon Roar!

A blast of iron particles shot out from Gajeel's mouth whilst a torrent of flames shot out from Natsu's. When the two breath attacks met, the result was a torrent of wind that sent the Phantom wizards, Upchuck, Lucy, and Happy flying back. After a moment, the outburst of magical energy caused a section of the wall to explode.

When the commotion ceased, the room was left in ruin as dust clouded the air. Gajeel, Natsu and Shiki were both standing in the large gaping hole that their attacks had made. However, it appears that Gajeel earlier attack had been caught by his roar attack as Natsu and Shiki had small pieces of his iron spears in one of their arms.

Gajeel: Looks like there's some pretty big differences between Iron and Fire Dragon Slayers, huh Salamander?

The front of his tunic was shredded, revealing his hard iron abs.

Gajeel: You can shower me with flames until you run out of hot air, but it's not gonna crack my armor. On the other hand, my iron breath attacks will cut you to shreds!

Lucy: Natsu...

Happy: C'mon! You and Shiki can take him!

Natsu lifted his head, his gray eyes honed in on the iron mage. But to Gajeel's confusion, a smirk appeared on Natsu's face.

Natsu: (smirk) I can't crack your armor, huh?

Shiki: (smirk) You sure you're not feeling a draft, buddy?

Suddenly, the iron scales on the left side of Gajeel's face cracked, which made the iron wizard's eyes widen in shock.

Upchuck: They made a crack in his scales!

Natsu: Look, I don't just breathe regular old fire. My Fire Dragon Roar can destroy anything it touches!

Natsu took off his black and gold vest and tossed it aside, showing off his well-toned upper body. Suddenly, a fiery magical circle appeared under Natsu's feet as his body was engulfed in an inferno.

Natsu: I think it's time we stop playing around! It's time to get to the real fight! I'm gonna shatter you into a million pieces!

Gajeel's body was shrouded in mint green light as he cackled maniacally. 

Gajeel: LET'S GO!!!

Natsu: Black Steel!

Shiki: We're ready when you are.

Gajeel: Sky's not big enough for two dragons, kid. Nor some weird Gravity Boy! So I'm just gonna have to take you two down, Salamander!

Meanwhile, out in the Fairy Tail courtyard, all the Phantom soldiers began to gather above the Fairy Tail wizards. They swirled together to form a humungous black and purple ball with two blood red eyes and eight long black arms with large hands.

Cana: What the?

Pino: They have combined into a one bigger being.

Laki: That thing's got creepy hands.

Wakaba: That's the least of our worries!

Macao: Yeah, this is bad.

The gigantic onyx ball hovered closer to the guild hall, lifted up its arms, and then smashed them into the roof. The Fairy Tail mages could only watch in horror as the monster-sphere continued punching the building.

Cana: That thing's trying to tear down our guild hall!

Nab: But Y/N and Braedey just fixed it!

The wizards directed their attacks at the large black ball; however, they could do nothing to stop their enemy as it tore down the guild hall.

(back to Natsu and Shiki)

Gajeel: Look at that! Your Guild is on its last leg. (cruel smirk)

Natsu and Gajeel let out battle cries as they punched each other in the face. An explosion of iron particles, fire, and dust shook the room. The roof collapsed as both Dragon Slayers flew out of the building and high into the sky. After getting a hundred feet over the Giant, Natsu and Gajeel stopped and floated in midair. The Phantom wizards, Upchuck, Lucy, and Happy were shocked to see that they were flying.

The iron and fire wizards traded punch after punch. Each time one struck the other, it created an energy outburst similar to fireworks. A moment later, the two descended back down and landed on the opposite end of the Giant's horned head. Crouching low, both Dragon Slayers leaped at one another until their foreheads collided with a loud smack; however, neither appeared to be injured. Shiki launched himself at Gajeel before unleashed a gravity enhanced kick at the iron wizard, but Gajeel then punch him away.

Natsu then began to attack him and soon the two began to trade a few punches, they simultaneously kicked one another in the leg. The force from the blow caused the horn on the Giant's head to break off and fall into the command center. Lucy and Happy cried out as Upchuck managed to grab it with his tongue and throw it away from the group.

As the dust settled once more, standing by the giant horn in the middle of the room was Gajeel, Shiki, and Natsu. Both of them were a few meters apart, both panting crazily. A few sweat drops streamed down Natsu's face as he took a moment to catch his breath.

However, he was caught off guard when Gajeel picked up a few pieces of iron and began to eat them.

Natsu: What? HEY, THAT'S NOT FAIR, MAN! YOU'RE EATING?!

Gajeel shrugged nonchalantly, and with a full mouth, he looked at Natsu.

Gajeel: (eating the iron) So what?

Lucy: I can't believe he actually eats iron! Like Y/N did!

Happy: (thoughtful expression) I wonder if it tastes any good. (look at Upchuck) Y/N?

Upchuck: (shrugs) Eh. The taste varies..

After swallowing the iron fragments, Gajeel smiled widely.

Gajeel: Now I gotta fire in my belly.

Natsu: HEY! That's my line, pal!

Without warning, Gajeel let out a long, prolonged yell as his body flared with a brilliant mint green light. The power around him was increasing exponentially.

Lucy: Hang on! Where's all that energy coming from?!

Happy: It's because he ate all that iron. When Dragon Slayers eat their element they replenish their magical energy and increase their power.

Lucy: So? Natsu needs to eat fire. (realized)

Happy: That would help, but he can't eat his own fire. It needs to come from an outside source.

Lucy: Yeah, that's right. But how can we make that happen?

Shiki: Well if you're hungry try this!

Shiki then leaped at Gajeel who just smirked at him.

Gajeel: Nah, gravity doesn't do well for the body! Iron Dragon Lance!

Gajeel then transforms both of their arms into long iron poles, and then like a whip struck Shiki to the ground before using the other arm to hit him and sent him flying into Natsu who catched him before Gajeel transformed his leg into an iron pole, who then struck the two of them with it and send them into the wall.

Upchuck: Natsu! Shiki!

(with the wizards)

The wizards of Fairy Tail continued attacking the giant ball monster; nevertheless, it was to no avail. It seemed that the phantom sphere was immune to their magical attacks. It continued punching the guild hall with its multiple arms, destroying it further with each hit.

Cana cried out, wanting to charge at the monster; however, Macao was holding her back.

Cana: No! Let me go!

Macao: There's nothing you can do!

Cana: Erza trusted me to protect the guild hall. I can't sit by and let it get destroyed!

Nonetheless, Macao still held her tight and prevented her from charging in blindly.

(back to Shiki and Natsu)

Gajeel: What's the matter with you two?! Have you run out of steam?!

Digging deep into his reserves, Natsu's body was again covered in fire. He crouched low and launched himself at Gajeel, hitting him in the abdomen with his head.

Natsu: Fire Dragon Sword Horn!

The attack made Gajeel slide back a couple of meters; unfortunately for Natsu, his opponent was unharmed. Gajeel sneered.

Gajeel: I gotta fire in my belly, but where's yours?

He pulled back his arms and struck Natsu in the back with his forearms, promptly slamming him into the floor. Gajeel then grabbed Natsu's head and extended his arm, which dragged Natsu's face across the ground.

Gajeel: Why don't yah eat some iron!

Lucy covered her mouth, watching the spectacle in horror. Gajeel then threw Natsu across the room, his body landing near the giant hole in the wall.

Gajeel: I think I've had my fun with you. So get lost, scumbag!

Shiki: Natsu! (leaping into the air) Magimech Attack: Gravity Tackle!

Shiki then spins around in mid-air and then uses his gravity power to launch himself at Gajeel striking him with heavy blunt damage. But Gajeel skid back a bit before grabbing Shiki by his collar and smirking at him.

Gajeel: Nice try! Iron Dragon Hard Fist!

Gajeel with his iron coated fist struck Shiki in his gut before punching him in the face and to the ground with a crash.

Happy: Natsu! Shiki!

Gajeel then looked through the hole in the wall to see the giant ball monster in the distance tearing down the Fairy Tail guild hall. He smirked in satisfaction.

Gajeel: Hey, take a look at your guild hall. We're doing some redecorating!

Natsu weakly opened an eye. It soon opened wide in alarm and shock when he witnessed the guild hall finally collapse on itself and fall apart. Now, it was nothing more than a pile of broken wood, stone, and roofing materials. Gajeel tilted back his head and let out a loud, maniac-like crackle.

Like a floodgate being opened, memories of first coming to Fairy Tail, his first encounter with Gray and Erza, Erza teaching him to read and write, and his experiences with Lisanna replayed in Natsu's mind. After that, recent memories of meeting Lucy and then Makarov having his powers drained played through his head.

Y/N himself was floored as well, the place that offered him help and a home was destroyed right before his own eyes.

Upchuck: No...

Gajeel: Hahahahaha! You see now the might of Phantom Lord! Flies like you are nothing before us!

Upchuck: Lucy... touch the Omnitrix.

Lucy: This is my fault. (a tear fall from her eye) Maybe if I just let them take me, they'll leave you alone

Upchuck: (grabs her hand) Hey, it's not your fault. None of it is. You're just a victim, and I'll be damned if I let them take you away from me.

Lucy: (another tear fall her eyes) Y/N..... (she squeeze his hand in comfort)

Upchuck: If you want to be a hero, touch my Omnitrix. It'll change into one of my strongest alien forms.

Lucy nodded before gently touch the Omnitrix symbol on his arm and with a green flash stood Humungousar.

Humungousaur: Humungousaur!!!

Gajeel: You again? Change into whatever monster you like, it makes no difference!

Humungousar: You may be right there. But maybe a little evolution may even the field!

Happy: Evolution? What does that mean?

Humungousar: You see, I've told my guildmates that the Omnitrix has granted me the ability to transform. But what I didn't tell them is that I can make alien forms reach their full potential, or as I like to call them, ultimate potential.

He lifted up his hand and slapped the Omnitrix dial. Four prongs stuck out from the disk as another emerald light covered his form. In the wake of the flash stood a massive, forty foot tall, Ankylosaurus-like creature with green skin. Downward pointing spikes sticking out of the sides of its face. It possessed a dark blue, spiked shell while its chest and torso was dark blue with spikes on them too. It had a tail with a blue mace on the end of it, with accompanying silver spike while the knuckles on its huge hands had barrels on them. On his left shoulder was the Fairy Tail symbol stamped in black.

Ultimate Humungousaur: Meet, Ultimate Humungousaur!

Happy: Whoa! He looks cooler than before!

Natsu: He's bigger than normal Humungousaur! 

Shiki: He had this up his sleeves?!

Lucy: Y/N? I need you to lower your head down a bit.

Y/N lowered his head toward Lucy who gave him a kiss on his cheek.

Lucy: Now... beat him, into next Tuesday!

Ultimate Humungousaur: You bet!

Gajeel: (looks at Ultimate Humungousaur) So what if you're a bit bigger! Still hasn't changed a thing!

Ultimate Humungousaur: Maybe this will!

Ultimate Humungousaur brought his hand and soon they turned into a pair of four-barrel missile launchers, Gajeel and the rest were surprised by this new ability.

Ultimate Humungousaur: (smirk) How about now?

He fired a barrage of missiles towards Gajeel which blasted him away. The blast sent the iron wizard careening back until he crashed into the Giant's horn in the middle of the room. The impact cracked the metal in the process.

Natsu: Whoa! He's even stronger too!

Happy: He turned his hand into actual guns!

Gajeel jumped to the ground as he quickly recovered.

Gajeel: Iron Dragon Roar!

A twister of iron particles fired from Gajeel's mouth and toward Ultimate Humungousaur. But Ultimate Humungousaur quickly got out the way before charging at Gajeel and punch him in the gut, before unleashing an uppercut that sent him into the air, as he sent him flying with a swing of his mace tail.

Gajeel: (disbelief) No, this can't be. He's nothing but Fairy scum.

As Gajeel stood up, suddenly several cracks appeared on his iron scales, shocking him.

Gajeel: My scales!

Ultimate Humungousaur: I'm gonna make you pay for hurting my friends. Messing with Fairy Tail is the biggest mistake you've ever made!

Gajeel glowered back at Ultimate Humungousaur. 

Gajeel: The only mistake I made was not killing you sooner!

Mint green light glowed from Gajeel's body as he charged up his powers. He then leaped at his enemy, his fist cocked back to its zenith.

Gajeel: Iron Dragon Hard Fist!

In response, Ultimate Humungousaur reared back his own arm and punched Gajeel's fist. For a second, nothing happened until Ultimate Humungousaur begin pushing Gajeel back as as the iron scales on Gajeel's arm began to crack. The cracks worked their way up to his arm and to his face.

Before long, his scale body broke apart into pieces. Gajeel's eyes went wide in shock and horror.

Gajeel: No...I'm the strongest!

Ultimate Humungousaur yelled as he punched Gajeel hard in his guy.

Ultimate Humungousaur: That was for Levy!

Ultimate Humungousaur yelled again as he punched him hard in his chest.

Ultimate Humungousaur: That was for the Master!

Ultimate Humungousaur turned his left hand into its launcher mode before pointing it directly at his face.

Ultimate Humungousaur: And THIS! Is for hurting and making MY Lucy cry!

Ultimate Humungousaur released a point black shot that sent Gajeel flying through the walls of the Giant and right out of it. Causing everyone on the ground to see Gajeel flying out of it.

Wakaba: Whoa, look!

Bisca: It's Gajeel!

Alzack: He's flying out of the giant!

Macao: Wait! What's that?! (points to something)

They all turned to where he was pointing to see Ultimate Humungousaur standing by the hole.

Laki: It's huge!

Cana: Wait, that symbol on his chest! Is that..... Y/N?!

Macao: No way!

Wakaba: That's Y/N?!

Alzack: Does that mean he beat Gajeel?

Bisca: Yeah, (smile) I think he did!

Cana: (smile) Attayboy, cutie.

Below him, on the floor beneath, was a badly bruised and thoroughly beaten Gajeel Redfox, lying beneath crushed debris.

Gajeel: (painfully) You...can't...defeat me.

Ultimate Humungousaur: Oh really? Then what do you call that state you're in? Sleeping?

Happy: Alright! It looks like he won!

Lucy: (smiling while tears of joy fell from her eyes) Yes.... He did!

Soon, Y/N changed back to his human form as he fell to his knees while panting.

Y/N: I did..... I did it.

He falls backwards only to have Lucy catch him with a smile on her face.

Lucy: You okay?

Y/N: Barely. Those fights with Gajeel and Juvia took a lot out of me. I need to take a break.

Lucy: Well, (smile at him) How is this for a start?

Lucy closed her eyes and kissed him on his lips. Soon, he kissed back before she gently placed his head on her lap.

Lucy: Well? (stroke his hair) Is this a good start?

Y/N: (smile) Yeah, a very good start. 

Happy: (see the two of them) You liiiike her.

Y/N: Yeah, I do.

(with Braedey's team)

In the room with Braedey, Erza, Elsie, and Jose. They were surprised to hear the blast that defeated Gajeel.

Elsie: Well judging from that sound. I think Y/N just defeated your Iron Dragon. (point at Jose) So much for so-called superior wizards!

Jose closed his eyes and smiled smugly.

Jose: My, my, what an unruly Take Over wizard you have.

Erza: It's over, Jose. Your Element 4 are defeated and so Black Steel.

Elsie: (laughs) What a ridiculousI title!

Jose: Hmph, there's no need to be modest, you two. You, Titania Erza, your magic is just as spectacular as Salamander's and your twin sister's. And you,Braedey Martin, I don't know what kind of magic you wield but I must admit, it's more extraordinary than anything I've ever seen before. In fact, you three are the first to last this long in battle against me. However, as fun as this has been, it's time I finish this.

The Phantom master held out his hand, summoning a dark violet magical seal. Three ghost-like tendrils expelled from the circle and flew towards the trio. But Elsie brought a pair of rapiers and with some quick grace and amazing strength slashed through the tendrils like they were paper.

Elsie: Sorry, but I'm not into that. Well..... Unless it was Y/N behind the wheel.

Erza: Lise!

Elsie: Sorry Ezzie. (rub her head) I couldn't help myself.

Jose: You're really beginning to annoy me!

Braedey: That makes two of us!

Elsie: Nah, three. This guy calls us flies, and yet he's the one buzzing around us?

Jose held out his hands and discharged countless darkness blasts at the trio. Braedey slammed down on the Transformatrix and with a blue flash appeared a seven-foot-tall, cycloptic humanoid composed of dark green rock. Its face and the spikes on his chest, back, and horn on his head were made up of blue crystal. The Transformatrix symbol was positioned on its chest.

CrystalGon: CrystalGon!

Jose: Another Take-Over form? What good does this one do? 

The master of Phantom Lord held out his hand and discharged a huge, purple lightning bolt at Braedey. Erza was about to warn Braedey to move until something completely unexpected happened. CrystalGon simply folded his arms over his chest and stood in a nonchalant manner, letting the blast hit him a second later. Braedey was unharmed as he absorbed the power from the attack, much to Jose, Elsie, and Erza's shock. Though CrystalGon had to concede, he did feel a slight twinge of discomfort when he absorbed the darkness magic.

Elsie: He absorbed it?

After absorbing the lightning, CrystalGon's body was now glowing with the colors of the rainbow. CrystalGon sneered at Jose.

CrystalGon: Thanks for the pick-me-up!

He extended both arms and fired two rainbow-colour beams at Jose. The Phantom master was too stunned to react as the blasts landed direct hits on his abdomen, which sent him careening back into a pile of fallen roof rubble.

Erza: Impressive.

Elsie: Wait a moment. This form is called CrystalGon and yet you're supposed to transform into alien robots. How is this a robot if you got crystal in you?

Erza: You know, I was wondering about that too.

Elsie: I maybe a pirate....

Erza: FORMER Pirate.

Elsie: (wave her off) Yeah, yeah. But I think that crystals and metal ain't exactly similar.

CrystalGon: (shrugs) I have no idea myself.

Jose suddenly got up and running at impressive speeds, he charged at his closest opponent, Braedey, his fists charged up with darkness magic. The Crystalline Humanoid ran at Jose too, cocking back his fist while charging it up with rainbow coloured energy. When their fists met, the result was an explosion of energy that sent both flying back to opposite sides of the room. 

As Phantom Lord's master collided with the wall once again, Erza seized the opportunity and jumped at him, her sword reared back to its acme. Jose, however, sidestepped Titania's attack and grabbed Erza by her wrist. He slammed her into the floor from his right side to his left for a moment. He then tossed her across the room where she slammed into CrystalGon, who was just getting up.

Elsie: No one hurts Ezzie in my presence and gets away with it!

Jose: Then by all means, go ahead.

Elsie: (smirk) Oh I will! Meteor!

Elsie's body was coated in a red glow before she with amazing speed appeared behind Jose. Then she kicked him in the back sending him into a pillar before speeding off towards him once more and punched him in the jaw sending up a bit before giving a spinning kick that sent him crashing into the ground while creating a dust cloud around him. Elsie then rushed towards Erza and pulled her up.

Elsie: Ezzie, you alright?

Erza: I'm okay. What about Braedey?

CrystalGon: If Elsie could get her foot on my face then I would be.

Elsie: Oops! (place her left foot somewhere else) Sorry about that, I was just worried about Ezzie.

The purplish-black, hazy energy surrounding Jose grew more intense as he stepped forward out of the crater. A deadly, baleful smile took shape on his black lips as he stared at the two powerhouses in malevolent glee.

Jose: What's the holdup you three? Aren't you going to attack me? Where's that determination from before? Don't tell me you're getting scared!

Elsie: Not likely!

With a golden flash, Elsie re-quipped into Erza's Flight Armor and sped her way and tried to slash him, but Jose blocked it with a purplish-black wall. Before unleashed a shock wave that sent her flying threw a pillar.

Ezra: Lise! 

Erza with own golden flash re-quipped into her Heaven's Wheel armor charged at Jose with two swords in her hands.

Erza: Heaven's Wheel: Pentagram Sword!

Erza then slashes her swords in the shape of a pentagram at Jose, sending him back a bit before he unleashes a purprish-black ball at her. Striking her and sending her towards CrystalGon who managed to catched her.

CrystalGon: I gotcha! 

Erza: Thank you.

Jose: This is the part where you die!

Jose gathered a ball of violent energy into his hands before throwing it straight at CrystalGon and Erza. The ball traveled at them so fast that they didn't have time to dodge. 

Braedey only closed his eye, waiting for his fate. However, instead of feeling knocked out or killed as he expected, nothing happened. He opened his eyes to see that Jose's purple ball had been swallowed up by a larger, brilliant white ball before they both disappeared.

Braedey: (turn back to normal) Okay..... That was weird. What happened?

Elsie: (get up and walk over to them) I see he did it.

Elsie pointed to someone as Braedey turned their head to see a certain someone causing his blue eyes now widened in shock as he gasped lightly. Erza followed his gaze and she too shared Braedey's expression.

Levitating on top of a tall pile of debris was Master Makarov. His arms were folded over his chest and his eyes were closed while he slowly descended to the top of the rubble pile. He was still wearing his white coat with the Ten Wizard Saints symbol on the back, blue trousers, and black leather boots.

When Makarov's feet finally set foot on the debris, he spoke with venom in his voice.

Makarov: You have shed the blood of our children, and that is unforgivable! They have been made to suffer because of the incompetence of their parents. We are both to blame, Jose.

Braedey and Erza both smile, happy and relieved to see Makarov. The latter almost shed a tear from the sight of him. His skin was no longer a sickly green and he didn't appear to be on the verge of dying anytime soon. Even Braedey, who wasn't a wizard, could tell the master has regained his immense magical power.

Elsie: Good to see you up. Now what took you so long?

Jose was silent for a moment, but the smug grin on his creepy face spoke in volumes. He closed his eyes and then reopened them, only the white had changed to black and his pupils had turned to silver... like from earlier when Braedey and Jose were fighting. The power around him began to increase as small pebbles floated off the floor around him.

Jose: (smile) If we fight, it could create a catastrophe.

Growling, Makarov narrowed his eyes in contempt. The power around the dwarf-sized wizard began to fluctuate as well. A golden ball of energy appeared at the end of his left index finger.

Makarov: In order to save my guild, I will gladly take that risk!

Makarov and Jose stared at one another, vast amounts of magic coursing through them. At that moment, Gray, who was lying off on the other side of the room, was beginning to return to consciousness.

Gray: W-what? (uses his elbows to lift himself up from the cold floor) For some reason, this warm light reminds me of the master.

When he turned his gaze to the source of the light, his dark eyes widened in awe and shock.

Jose let out a yell as he held out his hand, firing a few ghostly tendrils. Makarov responded by summoning a group of small, golden magic circles to intercept Jose's attacks.

Makarov: You kids need to get out of here now!

Gray found the strength to rise back to his feet as did Elfman, who too had arisen from unconsciousness.

Gray: Gramps!

Elfman: We'll stay with you!

Braedey and Erza turned to them.

Erza: No! We have to do what he says!

They ran to Gray, Elfman, Rebecca, Robo-Happy, and Mirajane, the last three of whom were just waking up.

Erza: C'mon, we have to leave! If we stay here, we're only going to get in his way.

Rebecca: Are you sure?

Robo-Happy: Yeah, isn't he still a bit weak from what happened?

Erza: He'll be alright this time. I have faith in our master.

Everyone nodded at her words, soon they ran out of the room while putting some distance between them and the showdown between two of the most powerful wizards in Fiore.

Meanwhile, with Makarov and Jose, the wielder of darkness magic smiled in a complacent manner.

Jose: It's been six years since we both came face-to-face when Phantom was number one and no one knew how large Fairy Tail would become. (chuckles) But now it's been reduced to rubble!

Makarov's glare intensified as he created a few golden orbs in the air connected by a white line, the whole thing laid out in a zigzag pattern.

Makarov: Our guild hall may have been destroyed, but we're strong as ever!

Jose: I must admit I'm looking forward to this. Although it's frowned upon by the Council I can't wait to see who is the superior Wizard Saint.

All of a sudden, bright golden light began to shine from underneath Makarov's feet whilst ethereal purple light emerged from underneath Jose's. The two Wizard Saints were charging up their powers for the imminent battle to come.

Makarov: I couldn't have done this without you, my children. Bless you all. Be proud that you are all members of Fairy Tail!

Astonishingly, dark storm clouds swirled high above the broken Giant; in addition, a sphere-shaped force field formed around the robot that pushed away from the ocean waters. Lightning came down from the sky and struck near the Giant. The magical energy being manipulated was on an immense scale.

Meanwhile, Makarov and Jose were both pushing against each other with dome-shaped energy barriers. The former's was composed of brilliant golden-white energy whilst the latter's was purplish-black. 

As he kept up the shield, Makarov yelled as he fired a white energy tendril from his left hand. Jose countered the attack by shooting his own violent version of a tendril. When the two tendrils met, the result was an outburst of energy that sent both mages careening back a short distance before they regained control.

Phantom's master recovered quickly as a purple energy sphere with swirling tendrils extending out of it gathered in Jose's right hand.

Jose: Dead Wave!

Suddenly, an incredibly powerful pillar of darkness magic fired from Jose's hand. The blast was so strong it created a tidal wave outside the building and strong gusts of wind.

After a moment, when the dust settled, Makarov was still levitating off the floor and he was relatively unharmed. He summons three magic circles, one under his feet and two on his right and left. Once he had now accumulated enough energy, he cried out as he discharged a powerful beam of white light at Jose. 

The building shook even more, causing more damage throughout the structure and more debris to collapse. Makarov landed on top of a debris pile once again whilst Jose stood on the floor beneath. He too had avoided Makarov's attack, just as Fairy Tail's master had evaded him before.

Makarov: I'm impressed. You have so much power at your demand. I can see why the Council made you one of the Ten Wizard Saints.

Jose only smiled haughtily as he honed in on the dwarf-sized man.

Makarov: However, you're misusing that power for your own personal gain. You could've become a role model for the younger generation; instead, you've become a lesson in what not to do!

Jose: (huffed) What is this? A lecture?

Makarov: I have a rule that seems to work well for my Fairy Tail kids. I'll give you the count of three to do exactly what I say.

Jose's smile turned into a savage frown as he glared deeply at Makarov. It only became worse when Makarov demanded something else.

Makarov: Kneel to me.

A short moment passed before Phantom's leader raised a brow.

Jose: WHAT?

Makarov ignored Jose's confusion as he began the countdown.

Makarov: One.

Jose: So you want me to concede and kneel before you? NO WAY IN HELL!

Makarov: Two.

Makarov's eyes had already turned to white. Then, he began to form a brilliant white energy sphere in-between the palms of his hands.

Jose: Why would the master of the most powerful Guild in this kingdom ever stoop so low as to kneel before you?! (forming ghost shaped tendrils in his hands) Technically, we are equally powerful, but my ability to be heartless makes me even stronger!

Makarov: Three.

His voice becoming stronger as was the sphere between his hands.

Jose: You should be the one kneeling before me! Now, you and your precious Fairy Tail children are going to die!

Makarov: Time's up.

Jose: THIS IS IT! AHHHH!!! (fired two dense darkness tendrils at Makarov)

However, as soon as Makarov clasped his hands together, bright white light consumed his form and the sound of a large bell could be heard. The brilliant light immediately vaporized the darkness and filled the whole room. It was just as bright as a star.

Makarov: I invoke...Fairy Law!

Suddenly, a giant golden magical seal appears above the nearly destroyed Giant. Then, without warning, a flash of gold and white was cast out from the stone robot and across the land. The wizards of Fairy Tail and citizens of Magnolia were all forced to look away from the intensity of the brightness. 

On the shoreline near the destroyed guild hall, Braedey, Elsie, Erza, Gray, Elfman, Rebecca, Robo-Happy and Mirajane all turned to the dazzling light coming from Phantom's headquarters. Even Y/N and Lucy saw it as Lucy still had his head in her lap.

Y/N: W-What is that? 

Lucy: It's so beautiful...

Braedey: Whoa! What in the name of Cybertron is that?!

Elsie: I've never seen such a thing before in my life.

Erza, who had re-quipped back into her Heart Kreuz Armour, stared at the phenomenon in wonder, a smile on her pretty face.

Erza: It's Fairy Law, a spell that vanquishes darkness with sacred light. It only affects those the caster sees as their enemy. (paused as she admired the view) Incredible, isn't it? It's one of the most legendary spells in existence.

Shiki: I can see why.

Robo-Happy: Rebecca quickly, take a shot of it! I wanna see this spell all the time as a pic!

Rebecca: It's beautiful!

The brilliant light shined for another minute before it finally died away. The storm clouds dissipated, the lightning stopped, and the tidal waves weakened. Everything returned to normal. However, within the building, there was one person who was far from normal.

Jose stood in a petrified position, his body trembling slightly. His arms were fixed in a position that shielded his face. The most notable change though was the color of his hair; it had turned from black to grayish-white. His skin was wrinkled and his eyes were as wide as dinner plates. Absolute trepidation was etched into his entire body.

With this, Master Jose of the Phantom Lord guild had been defeated.

Makarov: (scowled at Jose) You will never bother Fairy Tail again. Understand? (turned away) I'm sure the Magic Council will be watching us after all the chaos we caused. You better be on your best behaviour from now on. I know I will.

As Master Makarov began to walk away, a hazy humanoid figure appeared out of thin air. Aria, who had just recovered from the beating Braedey gave him, floated silently behind Makarov. His eyes and mouth were wide in exhilaration.

Aria: (thoughts) Our master has fallen. How sad. The old man has left himself wide open again. THIS IS MY CHANCE!

Before the air wizard could cast his Airspace: Drain spell again, Makarov's fist extended out and punched him in the face. 

The force from the blow sent the big man hurtling into a rocky pillar, instantaneously sending him back into unconsciousness.

Makarov: The war is over. There is no need to fight. But if you push me to the point of anger, I'll wipe out your entire Guild without hesitation. (turned around with a happy, perked up expression) 

Now you kids get out of here, and take Jose with you.

Everyone: ALRIGHT!! WE BEAT PHANTOM!!!

(time-skip) 

Later on, Y/N and the others had met up with the rest of Fairy Tail in the courtyard. Everyone was cheering and elated that they had won the war against Phantom Lord. Even Y/N was thrilled that they had won, giving those cocky Phantom creeps what they had coming to them. Perhaps now bad guys across the land would take him and the rest of his friends at Fairy Tail more seriously now.

Master Makarov stood upon a fallen ledge from Phantom's headquarters where he could see all of the wizards of Fairy Tail and close enough to be heard. All of Fairy Tail turned their full attention to the dwarf-sized master.

Makarov: We are victorious! But I had very little to do with it. This victory... is yours, my children!

Everyone cheered loudly in response. Braedey only crossed his arms over his chest and smirked. Soon Lucy kissed Y/N on the mouth in happiness which made him hug her. 

Y/N: (thoughts) Nah, we couldn't have pulled this off without you, Makarov. Thank you.

He kissed Lucy back as everyone cheered in victory.

He kissed Lucy back as everyone cheered in victory. Unknown to them, they were being watched by a flying camera-like drone.

(Earth)

Back on Earth, in a red and black colored submarine, see the Red Skull in a black version of Iron Man's armor that he stole from when during the attack on Hydra's antarctic base, dubbed Iron Skull. 

He and MODOK watched the video of Y/N and the Fairy Tail guild's victory.

Red Skull: So, Mr. Tennyson is still alive in another dimension.

???: Just like I told you. You should not doubt my information, Red Skull.

He and MODOK saw a drone which shows a hologram of a shadowy figure with red glowing eyes.

MODOK: A minor setback on our part, perhaps. 

???: Minor? The boy has already cost me that robot! Not that it matters now, that foolish whatever his name was delete the memory banks. But what matters is getting what we need next!

Red Skull: Patience, my new ally. Tennyson may be alive, but he is no longer with the Avengers. And thus, comes to the next part of our plan. Are the preparations for this so-called R-system complete in your end?

???: Nearly, we need one more part. One that needs some help, did you secure the bounty hunters?

MODOK: Indeed. Once the transdimensional portal is complete, we'll send them to find Tennyson deliver him to us, alive or dead.

???: Good. Did the puppet you used informed them of the target?

Red Skull: Indeed.

???: (laughs a bit) Good time we acquire....... The sweet little Emerald Princess.

(Back on Earthland) 

The sun was setting in the distance and casting an array of red, orange, and yellow colors across the horizon while the rest of the sky grew darker as night approached. The lake waters closest to the west reflected the warm colored light of the setting sun while the waters to the east began to turn blackish-blue. A few stars twinkled from above, but the moon was not out tonight.

Standing on a rocky ledge on a mountain, a figure was looking down at Magnolia. The figure could see the many small buildings and the grand Cathedral in the center of town. However, the character's main focus was drawn to Fairy Tail's guild hall, which was lying in shambles.

The figure was a male that much could be determined. He wore black boots and pants and had a red garment on his upper body that had an opening exposing his torso. Part of the garment was a red hood pulled over his head. On both forearms were black bands that had six circular stones positioned on top; three on each arm. His exposed skin was pale white and his face looked eerily similar to a skull. In his right hand was a wooden staff that reached his shoulder. On the top was the carved head of a demonic bird, its mouth was wide open.

He stood silently in the darkness, his golden eyes transfixed on the wrecked building and the people gathered around it.

He had arrived much earlier to see the casting of Fairy Law. Needless to say, he was impressed by the effectiveness of the spell. However, his attention was now focused on something else; one person in particular, in fact. A certain teenager with a powerful device strapped to his wrist; the one that had foiled his plans on multiple occasions.

His malign golden eyes narrowed in annoyance, having him here would be a major obstacle to his plans. He wasn't sure why or how he had gotten to this world, but he would need to keep an eye out for him going forward.

???: Hmph.

Then, in a flash of crimson, the figure vanished from the scene.

Chapter 27 ended.

That was perfect! And with that, the Phantom Lord Arc is complete! I hope you guys liked it. Let me know what you guys think at the comments below, peace out and enjoy!