Beast Soul

***East Forest***

Porlyusica, an old recluse and friend to Makarov, studied the body of the man in her bed. Nearby, Alzack and Bisca looked on, sorrow in their eyes. The healer stared at her friend before slapping him.

"Hey, what was that for!?" Alzack asked.

"Is this how you treat all your patients!?" Bisca added.

"It's what he deserves." The old woman said plainly. "He pushed himself too hard for his age. Honestly, he's such an old fool." She turned to the gunners with nothing but hate in her eyes, scaring the two. "Leave now! I'm sick of looking at you!"

"No, we're worried about our master's condition." Alzack responded.

"We wanna help you take care of him." Bisca said with concern.

"Just go home." Porlyusica said back. "Those ridiculously worried faces will only aggravate his condition." The wizards looked at each other confused before the healer continued. "These symptoms suggest a wind spell was used. My guess, the spell known as Drain."

Makarov panted in his bed as she continued. "This terrible spell drains it victim of all its magic power. Once drained, it floats in the air and eventually dissipates. If we could've gathered Makarov's power as it floated around him, we could heal him faster. But it's too late now. We just have to wait."

"How long do we have to wait?" Alzack asked.

"Everyone will be begging to know." Bisca added.

"Why are you still here!?" Porlyusica asked annoyed, scaring the gunners.

"I thought you were talking to us all this time, ma'am." Alzack said nervously.

"I would never talk to you anymore than I have to!" The healer shouted as she grabbed a broom and started smacking the ground in front of them. "You humans stink! Go home already!"

"Okay! Sorry to bother you!" Bisca shouted as the gunmen turned on their heels and ran out the door. The heal turned around and stared at Makarov. "You've always been a trouble maker, haven't you?"

'A wizards magic is intertwined with their very essence.' She thought as she stared at her old friend. 'The more powerful they are, the worse the effects of the Drain spell are on them. You're going to have to fight with all you've got, or this may be your death bed.'

***Fairy Tail Guildhall***

The members of Fairy Tail sat around tables, moping about how they were forced to retreat. Off to the side, Lucy sat on a barrel with Natsu and Happy nearby.

"Okay, so their headquarters is here." Macao said, pointing to the map on the table. "If we attack them with long distance magic from the southwest hill..."

"I'm bringing as many lacrima bombs as possible!" Wakaba shouted as he stuffed a bag full of the crystal.

"Guys!" Macao shouted. "I'm gonna need some spell books for the holder type wizards!"

Gray looked over to Lucy and noticed the worried look on her face. "What's wrong?" He asked as he walked over. "Still worried?"

"No..." Lucy said as she hung her head. "It's not that... It's just... I'm sorry..."

"Being targeted by creeps is just a downside of being rich." Elfman said. "Good thing you got a real man looking out for you."

"Will you shut up with that!?" Gray asked.

"Honestly, I'm real surprised." Happy spoke up from the floor. "Lucy, why were you hiding something like that?"

"I wasn't hiding it so much..." Lucy said. "But I ran away from home... So I didn't feel like talking about it... I've been gone for a year, and now he suddenly just wants me back. My father has done all these horrible things just to get me to come home... He's horrible."

The group stared at her as she took a breath before she continued. "Though... All of this happened because I ran away from home in the first place, right?"

"Don't be stupid." Elfman said. "Your dad is the bad guy here, not you."

"You can't say things like that!" Gray shouted.

"Ahh..." Elfman froze as he tried to back track. "I mean it's Phantoms fault."

"No." Lucy spoke up. "I'm the one who caused all of this trouble, and it's because of my selfish actions. I'm so sorry. I'm just gonna go back home and hopefully all this will be over."

"Is that so?" Natsu spoke up. "I mean, the term 'lady' doesn't really suit you, does it? You laughing with us in this filthy guild hall, going on adventures only to freak out all the time. That's who you really are. You said you wanted to stay here, right?"

She nodded and Natsu continued. "What good would it do you to go back to a place you hate?" She looked over to Natsu in shock. "You're Lucy of Fairy Tail. No more running 'cause you belong here with us."

Lucy looked as if she was about to cry. "Please don't cry." Gray requested. "It's not like you."

"Yeah, please." Elfman added. "Real men are weak to womanly tears."

Over by the bar, Cana sat in the floor studying the many cards laid out on the floor before picking one up.

"Anything, Cana?" Laki asked as she walked over to her friend. Her answer came when the brunette slammed the card she was holding down.

"Nothing." She groaned frustrated. "I can't find Mystogan anywhere!"

"Calm down, Cana." Laki said. "I'm sure we'll find him soon enough."

"We can't wait for that!" The brunette shouted. "If they're target is Lucy, they're bound to attack again and I bet they would do it sooner than later. We have too many wounded to put up much of a fight."

"The master is seriously wounded, and we can't locate Mystogan." Mira said to the communication lacrima in front of her. "You're the only one we can turn to, Laxus. We could really use the help."

"Makarov is freakin' pathetic!" Laxus chuckled.

"How can you say that about your own grandfather!?" Laki asked annoyed.

"Because I don't see how any of this is my problem." He said. "You three are big girls, so why don't you handle it yourselves."

"So you're not gonna help your own guild!?" Cana asked.

"Why would I?" He asked back. "That old toad started this fight. Why should I be the one to clean up his mess?"

"Laxus, Phantom is targeting Lucy." Mira told him.

"Who's that?" He asked. "Oh, she's that big boobed new girl. Tell you what. If you can talk blondie into being my woman, I'll do whatever she wants."

"You freaking pervert!" Laki shouted at the orb.

"Is that anyway to talk to a guy that you're begging to get help from?" He asked, making Cana and Laki growl. "Do me a favor, if the old man survives, tell him he's over the hill and should just hand the guild over to me!" He laughed as Laki raised her fist and destroyed the orb.

"I don't know how those two could possibly be related." She said. "They are nothing alike."

"How?" She looked over her shoulder to see Mira crying. "How can someone so cruel be a member of Fairy Tail?" The barmaid turned around as tears flowed from her face. "I can't just sit here and watch. I have to join the others and fight."

"What are you talking about?" Cana asked.

"Even though I was here, Lucy got kidnapped anyway, and..." Mira started before Laki put her hand on the white haired girls shoulder.

"Mira, please don't." The purplette told the bar maid. "You'll only be a burden to the rest of us on the battle field, even if you were an S-class wizard once."

In the showers below, Erza let the water roll of her skin. 'The master's not here with us. Neither are Mystogan or Laxus.' She thought to herself. 'So many of us are wounded. How could we possible have another battle?'

Makarov's words ran through her head as she punched the wall infront of her. 'Why didn't I go with him!?' She berated herself. 'This is all my fault. I'm a disgrace.'

She was taken back into reality when the whole building began to shake.

"What now? An earthquake?" Laki asked from her floor.

"Guy! You have to see this!" Alzack shouted before running back up the stairs. The others followed him outside and stared in horror. Walking, WALKING towards them was the Phantom Lord guildhall.

"It's a guildhall on legs!?" Natsu and Laki, the last two out, shouted in horror.

"Is it Phantom?" Macao asked as the guildhall walked closer.

"How do we fight that thing?" Wakaba asked.

"I didn't think they'd go to this level just to attack us." Erza said shaking.

"Erza, towel." Laki pointed out. Erza looked down and her face turned beet red before she Requipped into her blouse and skirt. "Thank you."

The opposing guild hall sat in the water a good hundred feet away. "Engage the magic convergent cannon Jupiter."Jose ordered from his throne room. A cannon barrel slid out and began to charge. "Obliterate them all!" He ordered.

"Everyone, get back!" Erza ordered as she sprinted towards the edge.

"Erza!" Mira shouted.

"What are you doing!?" Macao asked.

Erza's body glowed before it was coated in blue and white armor with massive shields on her arms. "Protecting the guildhall."

"Her Adamantine Armor?" Happy asked.

"Is she gonna try to hold back the shot?" Bisca asked.

"There's no way her armor is strong enough to hold against a shot like that." Alzack said.

"Then maybe this will help!" Laki shouted as she slammed her hands into the ground. **"Wood-Make: Noble Protecter of the Innocent!"** Before Erza reached the cliff, six wood statues of knights rose out of the ground, their shields in front of them.

"Erza!" Natsu shouted as Gray held him back.

"You can't stop her!" Gray said. "You just have to have faith in her!"

The Jupiter fired as Erza slammed her shields together, creating a massive magic seal. The blast tore through the Knights with relative ease before slamming into the seal.

Everyone braced themselves as Erza's armor began to crack. The cannon gave its final push and her shields finally broke. She flew through the air as her standard clothing Requipped itself before she rolled along the ground.

"I can't believe it..." Macao said in amazement. "She actually blocked it."

"Once again, Erza's the manliest one in the guild." Elfman added.

"Yeah, but look." Cana pointed out. Ezra was on the ground panting as Natsu and Laki ran over to her.

"I'm sorry I wasn't much help." Laki said as tears filled her eyes.

"Don't say that." Natsu told her. "I saw everything. That blast slowed when it hit your knights. You may have save all of our lives."

"Natsu..." Laki stared with happiness. 'Well, we might all die. What do I have to lose?.' "I...lo-"

"Makarov has fallen." She was interrupted by Jose's voice, booming from his castle. "And now Erza can no longer fight. Any chance you had at victory has slipped through your fingers. Surrender Lucy Heartphilia immediately. You have no choice."

"That's not gonna happen!" Alzack shouted.

"Where would you find a guild that would give up one of their own!?" Bisca added.

"You hear that?" Macao asked. "Lucy's staying put!" One by one, other members joined in their answers of 'no', stating they would never do anything Phantom wanted.

"I won't ask again!" Jose shouted from his throne room.

The defiant cheers grew louder as Lucy started to cry. 'Maybe I should just go with them.'

"We would never betray her like that!" Erza shouted. "You'd have to kill us first."

Lucy looked up as everyone around her cheered in agreement. "We're not gonna give you any other answer!" Natsu shouted. "We're taking you down!"

Lucy had tears rolling down her face as the cheers around her grew louder and louder.

Jose growled in anger at the annoyance of the guild. "If it's what you want, I'll give you a second helping of Jupiter!" He shouted. "You have fifteen minutes to quiver in terror!"

"He's really gonna fire it again!?" Laki asked.

Gray looked over his shoulder to see Erza collapse to the ground. "She's out!" Gray said. "And she's the only reason we're still standing after that first shot."

Thousands of ghost like creatures with the Phantom emblem on their cloaks flew out of the castle towards the Fairy Tail wizards. "Feel the pain, Fairy Tail." Jose said through the speaker. "You have two choices: get killed by my soldiers, or die by Jupiter."

"He's gotta be joking..." Wakaba said in a panic. "He wouldn't fire it on us, not with his men here."

"Yes, he would." Cana said, shocking everyone. "Those Phantom soldiers were created by Jose's shade magic. They aren't human, so it won't matter if they are destroyed. But the bigger issue is the Jupiter cannon."

"I'll smash it to pieces." Natsu said pounding his fists together. "He said we have fifteen minutes? That's more than enough time. Let's go, Happy!" He sprinted towards the edge before jumping into the air.

"Aye, sir!" Happy said as he caught the Dragon Slayer and carried him to the castle.

"Elfman, we're storming the place too!" Gray declared as the two ran towards the lake.

"Me an Loke will strengthen our defenses!" Cana said as she brandished cards in her hands. "You guys ready?" Everyone else cheered as Mira pulled Lucy away.

"Laki, you and Reedus take Lucy to our hideout." Mira ordered the two. "She'll be safe there."

"I can't just abandon everyone while they're out fighting for me." Lucy said breaking free from the barmaids grip. "I'm the reason we're in this mess."

"It's not your fault, Lucy." Laki told the blonde. "I don't see it that way, and neither does anyone else."

"This isn't just about you, Lucy." Mira added. "It's for all of us. It's for the honor of our guild. We're proud to fight this battle, each and everyone of us. Please just listen to me." She raised her hand and cast a sleeping spell on the blonde, who collapsed back into Laki. "You two take her to the hideout."

"Right." Laki nodded as Reedus painted a boar drawn carriage. "Don't worry, we'll take care of her." The two climbed in and drove into the city.

"I might not have any power to fight, but there are other ways I can help.' Mira thought as she transformed into Lucy and walked into the guild hall and stood next to a table where Erza was laying. 'Hurry Natsu. The Jupiter's gonna fire in fourteen minutes.'

***Phantom Lord Guildhall***

Natsu punched away at the cannon with his flames, but it wasn't working. "I'm barely scratching the paint."

"I guess we have to destroy it from the inside." Happy stated.

"Let's go." Natsu jumped down to the barrel and ran forward. The two soon entered a room with lacrima orbs all around it and a large one in the middle of the room. "What is all this?"

"They're using that lacrima to collect magic energy." Happy explained.

"But why do they need one that big?" Natsu asked.

"Because Jupiter cannons don't fire rounds. They fire concentrated magic power." Happy elaborated.

"I didn't get that, but you're saying if I smash that thing they can't use the cannon." Natsu simplified.

"I can't allow that." A voice spoke up, catching the twos attention.

"A guard?" Happy asked.

"It doesn't matter." Natsu jumped down and ignited his fist. "Anyone who gets in my way will fall." Just before impact, Natsu's fist punched himself in the face, sending him flying to the other side of the room.

"Why did you hit yourself?" Happy asked as he floated above the two.

"I didn't." Natsu said as he stood up. "My body just moved on its own."

"Seems to me that you're getting in your own way." The man said with a smug grin.

"Ten minutes until Jupiter fires." A voice said over the intercom as the two stared at each other.

"Move it, now!" Natsu ordered. "I've got a cannon to destroy."

"Just break the giant lacrima and it won't be able to fire." Happy said.

"You can try, but I won't let you." The man said.

"I don't have time!" Natsu shouted as he ignited his fist. "Shut up and let me do my thing!" He jumped in the air and prepared to strike, only to once again have his fist slam into him, sending him flying to the side. "Why does my body keep doing that?"

"Who cares!?" Happy shouted. "Forget about him and take out the cannon!"

Natsu ignored his friend and charged the man with a flaming fist. The man looked at him and Natsu's hand spun him in a circle, letting the man knee him in the gut.

"I am Totomaru, and the fire element is mine to command." The now named man declared as Natsu stood up. "Any fire, natural, artificial, or magical is my plaything. It all yields to my will."

"My flames are mine!" Natsu shouted.

"You can't keep wasting time with him!" Happy shouted. "You have to keep that cannon from firing!"

"This won't end well for you, Mr. fire wizard." Totomaru said as the smaller orbs began charging the big one.

"Five minutes until Jupiter fires." The voice said.

**"Blue Fire!"** Totomaru declared as a wave of blue flames blasted Natsu. He cut his spell off when he heard a slurping noise.

"Aw, man. That went down cold." Natsu declared as he ate the last of the fire. "Never had fire like that before."

"I see... So you're Fairy Tail's Dragon Slayer." Totomaru deduced. "It seems we're at a stale mate."

"How do you figure that?" Natsu asked.

"Because neither of us will be affected by fire attacks." Totomaru said.

"How do you know my fire won't hurt you?!" Natsu shouted annoyed. "I haven't even hit you yet!"

"Go ahead and try, but you won't hit me." Totomaru said.

"We'll see about that!" Natsu shouted as he readied his attack. "Fire Dragon-"

"I told you I can control any fire, even a dragon's!" The Phantom wizard shouted as he readied his defense.

"Spit!" Natsu finished before unleashing a barrage of spit balls, drenching his opponent. "Ha, I got you!"

"Do you think this is a game!?" Totomaru asked annoyed. **"Orange Fire!"** He sent a wave of orange flames towards Natsu.

"Bring it on, pal. I'm starving." Natsu said as he started to eat the flames. "Gah! This is nasty! What is it!?"

"Smells like an old sock soaked in spoiled milk, doesn't it?" Totomaru asked mockingly.

"That was a dirty trick!" Natsu shouted back.

"And what do you call a face full of spit?" The Phantom wizard asked.

"Two and a half minutes until Jupiter fires." The system declared.

"Let's go!" Natsu charged at Totomaru and swung his fists and legs, and the ninja dodged.

"So, now you've given up on your magic?" Totomaru asked as he jumped back. "Fine with me. My katana is always sharp!" He drew his blade and the two began to dodge hits until Natsu kicked the blade out of his hands, sending it flying into the lacrima. "A little ding like that won't destroy a giant lacrima." He said as the two stared at each other again.

"Maybe not, but now your swordless." Natsu said as he ignited his fists and charge. "So now I have the upper hand."

"You never learn, do you?" Totomaru asked as he made Natsu punch himself, only to have Natsu increase his flames power so it hit him. Natsu surrounded his fists in fire that grew bigger and bigger. "I'll just control you're flames from here!" Totomaru shouted, only to have nothing happen. 'How did he figure out how to block my control, and in the middle of a fight!'

"This is my fire!" Natsu shouted. "No one controls it but me!" He flung his flames in a steam but Totomaru jumped out of the way.

"It doesn't mean anything if you can't hit your target." Totomaru bragged before the flames hit his katana, punching it deeper into the orb. "Not good."

"I never said you were my target." Natsu said as the orb shattered just before it fired, destroying the cannon. "Listen pal, someone one taught me something about fire that you should know. You can't ever control fire if your heart isn't in it."

'I get it.' Happy realized. 'If he didn't figure out how to overcome Totomaru's fire control, he wouldn't have been able to destroy the cannon. I feel really bad for rushing him.'

***Outside Fairy Tail***

"Thata boy, Natsu!" Macao cheered.

"Let's do this!" Cana shouted. "Wipe out the enemy!"

"Don't get cocky. You haven't won yet." Jose said from his throne. "Awake the giant!"

***Jupiter Remains***

"I've figured out your magic!" Natsu said as his fist were engulfed in flames. "You won't mess with my fire ever again!" The room began to shake, making Natsu panic. "What's happening?"

"No, he can't do that" Totomaru said. "There's no horizontal stabilization in here!"

"Stabi-what?" Natsu asked before the room shock again, sending both Fire wizards flying.

"You Fairy Tail fools are through!" Totomaru shouted. "Our Giant will slaughter you all!" He looked over to see Natsu lying on the ground, in extreme pain.

***Outside Fairy Tail***

"Are you kidding me!?" Wakaba asked as the castle stopped moving.

"Kneel before me, you bugs." Jose's voice echoed from the command center. "Or else my giant will crush you."

"What do we do now?" Mira wondered.

The ghosts circled around the robot before flying towards the guild all. "They're coming back." Alzack said as he reloaded his pistol.

"Giants and ghosts?" Bisca asked. "How are we gonna handle this?"

"Focus on these things." Cana ordered. "We'll let Natsu deal with the giant."

"Yeah... But what about... his motion sickness?" Macao asked, making Cana pause.

***Jupiter Remains***

"Get up Natsu!" Happy said as he shook his friend.

"What? You get motion sickness or something?" Totomaru asked, making Natsu nod. "Guess you can't eat fire right now. Time for me to finish you off!" A seal appeared before him, making Happy panic. "Prepare to die, Dragon Slayer!"

"Wait..." He looked down as his body was slowly in cased in ice. "What's going on?" A massive arm picked him up and threw him through a hole in the roof.

"Thanks, you guys." Natsu looked up to see Gray and Elfman in front of him.

"Natsu, you look so pathetic right now." Gray said.

"A real man would make the Giant sick of him." Elfman added.

"So is this all that's left of the Jupiter Cannon?" Gray asked.

"Aye!" Happy said.

"Then you did good." Gray nodded.

"It must have stopped moving, because I feel fine now." Natsu stood up.

"I'm gonna fly outside see what's happening." Happy said as he flew outside.

***Outside Fairy Tail***

"Look." Alzack noticed the Giants hand moving. "What's it doing?"

"It's drawing something..." Bisca said.

"A magic circle!" Cana shouted.

"That's the circle for an Abyss Break..." Mira said from the guild hall. "It's one of the forbidden spells."

"Just look at the size of it!" Loke shouted. "A dark wave like that would wipe out the entire town!"

"We're doomed." Happy said as he flew back to the group and reported.

"What do we do!?" Natsu shouted. "We gotta stop this thing!"

"Guess we start looking for the power supply." Gray suggested.

"One crazy thing after another." Elfman mumbled. "Can't we ever catch a break?"

"Come on guys. Let's do this!" Natsu said. The other two nodded before they split up.

***Fairy Tail Guildhall***

"Mira, how long do we have until the spell is complete?" Cana asked.

"Ten minutes, maybe." Mira in her disguise answered. "If only we could figure out its power source."

"Don't worry." Cana said. "The guys inside will figure it out."

"Natsu's not alone in there?" Mira asked.

"No, Gray and Elfman followed him." Cana explained.

"Elfman!?" Mira asked. "Why!?"

"He wanted to go." Cana said.

"You know as well as i do that he can't fight!" Mira said. "It's too dangerous."

"He'll be fine." Cana reassured her friend. "He was one of our best in the raid."

"Grunts are one thing, but if he went up against one of Phantoms best as he is now..." Mira started.

"Yeah, I understand why you're worried after everything that happened..." Cana said back. "We all suffered with you, but Elfman is trying to move forward."

'Elfman, trying to move on...' Mira thought to herself. 'I need to do the same...' She walked out the door, surprising everyone and stared up at the giant. "I'm the one you're after, right!? Stop attacking our guild!"

"Disappear, little imposter." Jose ordered, surprising Mira as her transformation faded. "I knew from the start that Lucy Heartfilia wasn't here."

'I'm completely useless.' Mira told herself before Cana gripped her shoulder.

"Elfman can hold his own." She told the barmaid. "Because Fairy Tail wizards never give up." Mira wiped away the tears and nodded.

A magic seal appeared beneath the barmaid, which teleported her between the Giants fingers. "Attempting to deceive us..." Jose spoke from his throne. "I don't think I like you very much, girl. As punishment, you get to watch as your friends die before I crush you!"

"Mira!" Cana shouted in fear. "We need to get up there!"

"We got another problem!" Macao said. "Loke's gone!"

"What do you mean gone!?" Wakaba asked.

"He said he had a bad feeling." Macao explained.

"Loke's feelings are usually right." Cana said. "I just hope this time he's wrong." She stared up at the giant, looking at Mira. 'Please guys, don't let us down.'

***Inside the Giant***

"As a real man, I'll protect Fairy Tail even if it costs me my life!" Elfman told himself as he ran down a hallway. He turned around sensing a presence as Sol popped out of the ground.

"Salut." The green haired man said with a smile.

"One of the Element Four..." Elfman stared at his opponent as he threw off his jacket.

"Como sava. My name is Sol. But you may call me Monsieur Sol." He said as he waved around.

"Call yourself whatever you want." Elfman declared. "Just tell me how to stop this thing." He raised his arm to the sky as a magic seal appeared. **"Beast Arm: Black Bull!"** He pulled his arm out of the seal, revealing his arm now coated in black fur.

"What's this?" Sol asked. "Only your right arm can transform? It seems the rumors were accurate after all."

"If you won't shut up, I'll make you!" Elfman charged and struck the ground as Sol jumped out of the way.

"You had a little sister, yes?" Sol asked, making Elfman look up in anger. **"Sable Dance!"** A magic seal appeared and shot sand at Elfman, blinding him. Sol appeared behind him and waved his arms up. **"Roche Concerto!"** Chunks of rocks slammed into Elfman, sending him flying upwards.

"No, no, no." Sol said as Elfman landed before he sank into the ground. He popped out of the ground behind his opponent and wrapped around the bull arm. "Salut."

"You are one creepy dude." Elfman said as he tried to pull Sol of him.

"No, no, no." Sol said back. "With three nos, you won't beat me or the great Phantom Lord."

"Get of me, mansewer Sol!" Elfman demanded.

"It is 'Monsieur' Sol, you idiot." Sol said as he unraveled himself and kicked Elfman in the face, do sending him back.

'He's a lot stronger than he looks.' Elfman thought as Sol waved around.

"Years ago, you attempted a Full Body Take Over and failed miserably, no?" Sol asked mockingly. "You went berserk and something happened."

"Shut up!" Elfman shouted back before jumping into the air. **"Beast Arm: Iron Bull!"** A new seal appeared and his arm was replaced by metal. Just before he hit the green haired man, a sand statue of a young girl appeared and he froze. "Lisanna..."

"I apologize, but I felt that scanning your memories was fair compensation for you stepping on me earlier." Sol said as Elfman grew angrier.

"How dare you..." Elfman grunted out.

"My, what a petit young thing." Sol mocked Elfman and put his hands on the statue. "I gathered from your memories that you hadn't seen her in a long time. Oh, pardon me. Now I see. She was buried in the cold ground." Elfman stared at the statue as his transformation faded.

"Ceroval!" Sol mocked. "How could you, especially to someone who loved you so much."

The statues eyes opened and spoke in a mix of Sol's and a girl's voice. "Big brother Elf..."

Elfman stared in grief before clenching hsi fists and roared as a magic seal appeared before him. 'I can't let him get to me. I have to do this...'

"No, no, no.." Sol stroked his mustache as more statues rose from the ground. "If I were you, I wouldn't attempt another Full Body Take Over, or did you forget what happened last time?" The sand changed pigment and the statues began jeering Elfman.

The magic faded and he dropped to his knees as Sol chuckled. "I told you so. You really shouldn't do something you know you're incapable of. All you've done is waste your magic power."

"You're a coward..." Elfman hissed. "Real men don't need to use mind games to beat their opponents."

"How dare you tell me how a man should behave." Sol glared as the statues began to swirl together into a whirlpool above him. "What right do you have to say how a man should behave? You aren't a man, just a monster how murdered his sister. **Plâtre** **Sonata**!" A rock fist smashed into Elfman, sending into the wall behind and breaking it.

Elfman laid on his back as his eyes slowly opened to see Mira in the Giants grasp. "Big sis!? How'd they get you!?"

"Oh, that's your older sister." Sol mocked as he swayed from side to side. "Mademoiselle Mirajane. The famous 'She-Devil', she was quite fearsome once, but know only has a fraction of the power she had. Poor thing." Elfman stared in horror as his sister tried to free herself. "She's being punished for trying to deceive Master Jose. Regrettable, yes, but it won't belong before she's crushed to paste."

"Get out of here!" Mira shouted.

"No! I won't leave you!" Elfman shouted back.

"You killed Lisanna and now Mirajane will die before you." Sol said mocking sympathy. "Imposter. You're nothing but a scared, powerless, little boy clinging to a manly facade. A real man would never let that happen to such far creatures. For your crime you shall pay! **Sealing Magic: Merci La Vie!"**

A magic seal appeared and Elfman grabbed his head in pain. "You will become a part of the earth, forced to relive your painful memories over and over, for all eternity!"

"Get out of my head!" Elfman shouted.

***Elfman's Mind***

*Elfman found himself floating in a thick white fog. It faded away, revealing a younger version of himself in front of a grave, crying. "Is that me?"*

*"Big brother Elf!" Elfman turned to see a young Lisanna running towards him through the fog.*

*"It's you." Elfman smiled as he kneeled down. "Lisanna, I-" The image ran though her and reached his past self.*

*"Hey, don't cry." She told his past self. "Please cheer up."*

*"I can't." His younger version said. "My parakeet's dead and it's all my fault."*

*"It's not." Lisanna said back. "You had nothing to do with it. Even though it makes us sad, everything has to die at some point."*

*"Really?" His past self asked. "Does everything... have to die?"*

*"It's sad, but that's how life works." Lisanna answered. "Don't worry, he'll always be with you. As long as you remember him, he'll live on in your heart."*

*"Shut up!" His younger self shouted as he pushed his sister away. "How could you understand how I feel?!" He ran away crying, unaware that he made Lisanna do the same.*

*"Please don't cry." Elfman said. "I didn't know what I was saying, Lisanna." He turned around to see a another white hired girl in goth clothing. "Mira.."*

*The scene faded to one in a park at sunset. "Don't tell us you were fighting again?" Elfman turned around to see Lisanna and Laki looking down at Natsu and Happy as they leaned against a tree in South Magnolia park.*

*"Hey, you guys." Natsu said.*

*"Natsu ate all my fish." Happy complained. "He didn't even ask me first."*

*"Whenever anyone eats any fish, you say it's yours." Natsu said back.*

*"Geez, I don't know how you two get along so good sometimes, and then it turns into this." Laki giggled as Natsu told her to shut up.*

*"This is the day that..." Elfman started.*

*"Hey, you three love birds." Mira teased as she and a scarless Elfman walked over.*

*"Come on, sis. Stop teasing us." Lisanna begged as she and Laki shared a light blush while Natsu stared at them ignorant.*

*"Sorry, but until he picks one of you, I'm gonna keep teasing." Mira said back.*

*"Enough dillydallying." The scarless Elfman said. "We've got work to do."*

*"But we just finished a job. Can't we take a break?" Lisanna asked.*

*"This is an S-Class quest." Elfman responded. "Mirajane wants us to come along and help her."*

*"No fair!" Natsu shouted annoyed.*

*"What's the job?" Laki asked.*

*"Emergancy request." Mira said back. "Just came in. This town wants us to kill this monster called 'The Beast.' Hey, you three wanna tag along? We could hold a little contest and settle who gets Natsu."*

*"What?" Scarless Elfman looked at his sister. "No way! I'm the man in this family, and I can protect you both!"*

*"Why you gotta hog all the fun!? Take me with you!" Natsu demanded.*

*"No, you can't go!" Elfman shouted as he ran toward the tree, only to have the scene grow farther and farther. "You aren't strong enough yet! At least take Laki with you!" Embers flew around him as he found himself in a destroyed town.*

***Real Life***

Elfman's body was covered in stone that was inching up to his face. He stared at the sky with blank eyes as the stone move up.

"Elfman!" Mirajane shouted. "Snap out of it! Please!"

***Elfman's Mind***

*Elfman stared at the remnants of a town set ablaze. "Elfman!" He turned around and looked in horror at a massive figure with glowing eyes walking towards Mirajane clutching her arm.*

*"That thing... is me?" He asked in fear of what he had become.*

*"Elfman! Snap out of it!" Mira ordered. "Pull yourself together!"*

*"Mira!" Lisanna cried out as a bird landed in front of the oldest sibling before it glowed and turned into Lisanna. "Everyone in town has evacuated. Now let me help you!"*

*"Stay back..." Mira told her sister. "It's too dangerous. I was getting beat up pretty bad, so Elfman had to Take Over the Beast to protect me."*

*"That's him?" Her sister asked in shock.*

*"It almost worked, but the Beast was too strong and now he's lost control." Mira finshed.*

*"What do we do?" Lisanna asked as she helped her sister up. "How can we save him?"*

*"We need him to come to his senses before the Beast erases his soul." Mira explained as the Beast towered above them.*

*Lisanna let go of her sister and walked in front of the Beast. "Elfman, it's me. Lisanna, your little sister. Our big sister Mira is here too." She spoke to the Beast, trying to reach Elfman. "We're family, which means when times are tough, we pull together. So why don't the three of us go home and talk about what happened?"*

*"It won't work." Elfman said as he watched. "Get away. Run!"*

*The Beast roared as it raised its arm, but Lisanna spread hers open to hug him. "Come on, don't be afraid. We still love you." Her words meant nothing as the beast swatted her away. Elfman could only stare in horror as Lisanna's body flew through the air over the tree line.*

*The scene changes to a grave in the rain with Elfman, a patch covering his eye, cried. Behind him, Mirajane stood with her arm in a cast.*

*"I'm so sorry..." He whimpered out. "It's my fault she dead."*

*"Don't talk like that." Mira told her brother. "She said it herself. Everything has to die, even if it hurts us."*

*"You where there?" Elfman asked.*

*"She'll continue to live on in our hearts, as long as we remember her." Elfman turned around to see his older sister crying. "From now on, we live for her. We will never forget."*

***Real World***

"Never... Forget." Elfman said as his single free eye let a tear stream out before looking at Mira as tear poured out of her eyes.

"I can't lose you too!" She shouted.

"Now, time for the coup de grace." Sol declared.

"She's crying..." Elfman said.

"What now?" Sol asked annoyed.

"I promised I'd never let her cry again." Magic power surged around Elfman as the rock trapping him broke apart. "Why are you crying!?"

"No, Elfman don't!" Mira shouted, recognizing the light. "It's too dangerous!"

"WHO MADE YOU CRY, MIRA!?" He shouted as his shirt was ripped to shreds.

"Imbecile." Sol mocked. "We all know you can't pull off a Full Body Take Over." A magic seal appeared, making Sol jump back as a massive figure emerged from the dust kicked up. "Oh my god, he did it..."

"The Full Body Take Over..." Mira stared in horror as the dust died down, revealing the Beast they beat years ago. "Beast Soul!"

The beast roared and Sol was lucky he was wearing all brown. "No, no, no. This is a misunderstanding. I was just trying to help you. I put you through that to make you stronger, that's all. You truly are the manliest man ever." The Beast stared at him Sol backed away. "Goodbye now, au revoir." The Beast raised its fist and swatted him into the sky.

"How dare you!" Sol flipped in the air and created a magic seal. **"Plâtre Sonata!"** A rock fist crashed into the beast, kicking up dust. "Never let your guard down." A growling scared him before he looked up at the Beasts fist flying towards him. "Uh oh..." The monster punched him again and again, and Sol begged to be knocked unconscious as the fists continued.

"Elfman, stop!" Mira shouted, catching the beast's attention. It ran out the hole in the wall and along to the metal arm. "I wanna talk to you. Are you in there?" The beast reached her and pulled her tight to while pushing the fingers away.

"I'm sorry..." Elfman's voice came out of the beast's mouth, shocking her. "I swore I'd never do a Full Body Take Over again after what happened..."

"You're still in control..." Mira said with joy.

"But I had to do something." Elfman looked at his sister with his eyes. "This was the only way to protect you and Fairy Tail."

"Stop beating yourself up about that." Mira said as Elfman returned to normal. "It wasn't your fault, you were just trying to protect us."

"I couldn't even do that..." Elfman said back. "Lisanna... She died because of me.."

"But your big sister is still here." She said back. "We said we'd live our lives for her. We promised to keep her memory alive."

"Big sis!" Elfman cried. "I'm so glad you're okay!"

"No tears, Elfman." Mira smiled. "Thank you for saving me."