Pantherlily

**Pantherlily** is an Exceed that used to work for the kingdom of **Edolas** as the Magic Militia's First Division Commander of the Royal Army. He is now a member of the Fairy Tail Guild and is Gajeel Redfox's companion.

## Profile and Stats

**Class**: **B-Class**

**Name**: Pantherlily

**Origin**: Fairy Tail

**Alias**: Lily

**Classification**: Exceed

**Age**: Unknown

## Physical Appearance

His head is that of a black panther's, but he has a tall, muscular build similar to that of a human's. Later, this body is called his battle form. He has a white muzzle, small red eyes, and a scar running down across his left eye.

However, when he reached Earth Land, he took a form which is more typical for Exceeds, as a small, bipedal black cat with round ears. His facial features are retained, albeit in a very deformed manner. He generally wears green trousers held by an orange sash, with a pair of black sneakers and white, calf-high socks, and a light-colored rope around his right shoulder to his waist to hold his sword. Although he can return to his former form, he can only do so for a very limited amount of time. His guild stamp is on his back in the same place as Happy and Carla's, and is gray in color.

## Personality

In the past, Pantherlily seems to have a grumpy disposition and detests noisy people. He first appears by demanding that Byro and the hyperactive Hughes quiet down (although Sugarboy noted that Panther Lily was in a nastier mood than usual). He also seemed to have reservations about Operation ETD, unlike the other commanders. This was presumably because he did not want his own race to be destroyed, despite the fact that he had also said that Extalia was a fake country, one he discarded a long time ago. However, Pantherlily is on good terms with Mystogan as he saved the young prince from death when he was a small child. Pantherlily does not discriminate against Exceeds or humans and treats them as equals, unlike the Exceeds in Edolas who viewed themselves as superior to the humans. Upon his recruitment into Fairy Tail, Pantherlily shows a more mature and brooding persona on the outside, but is in fact a kind-hearted, valiant, and caring soul on the inside.

According to his Guild Card, Pantherlily likes kiwifruit (the latter of which can be seen when he, Happy and Carla are having a snack break) and hates thunder (the latter of which can be seen in his time on Tenrou Island). He also seems to have a penchant for oversized weapons, as shown from his handling of the Bustermarm Sword and his liking for the Musica Sword.

## Powers and Abilities

**Aera**: Pantherlily, like every other Exceed, is capable of sprouting feathery wings that grant him the ability to fly, at the same time neutralizing the weight of one possible passenger carried by him. In his original, massive form, these wings are much larger than those of normal-sized Exceeds. Aera greatly helps Pantherlily out in battle, allowing him to remain out of reach of his enemies while he wields one of his large weapons to strike at them, or to rapidly dodge their ranged attacks, granting him added maneuverability and speed.

**Battle Mode Shift**: While in Edolas, he was known for his huge size and mass, especially large when compared to a stereotypical Exceed. After being transported to Earth Land, Pantherlily has undergone major changes: his body has been drastically reduced in size, with him now being the same height as most of his fellow Exceeds. This is, according to his own words, because Earth Land "*doesn't fit well with his previous body*". However, true to his role as a physical fighter, Pantherlily has developed the ability to temporarily transform back to his usual large size, regaining his original strength, stamina and power. This proves to be rather difficult, as he can only maintain his large size for a short period of time.

**Master Swordsmanship Specialist**: Pantherlily is a master swordsman, with his swordplay being good enough for him to evenly match S-Class Mage Erza Scarlet, known for her great swordsmanship, in a mock battle. Despite his massive size, he has shown himself capable of performing slashes which are not only strong, but also extremely fast and accurate. During his battle against Azuma, Pantherlily appeared confident that he might have been able to fight on even terms against the Grimoire Heart Mage, if only he had had a sword with him. After obtaining the Musica Sword from a member of Grimoire Heart, he was shown making short work of many of his enemies with a single slash.

**Expert Hand-to-Hand Combatant**: Pantherlily has proven himself to be skilled in the use of hand-to-hand combat, supported by his high physical prowess. He was shown capable of fighting on even terms with a melee specialist of the caliber of Gajeel Redfox, with the two of them exchanging punches, and could easily defeat several armed Grimoire Heart members who were coming at him without the aid of a weapon, subsequently disarming one of them in a single hand movement without much effort.

**Immense Strength**: Pantherlily has shown outrageous brute strength, being capable of swinging a titanic sword around freely, easily shattering rock without losing his balance or hampering his flying ability in any serious manner. He is also shown able to punch a large rock and make a crack in it. On top of this, he was also strong enough to cut through the acid produced by Neppa's Acid Magic, something which he himself noted to be extremely difficult to accomplish. It's unknown whether he retains such strength in his reduced form; however, he was shown capable of overwhelming and tying up Lisanna, who at the time was way larger than him, subsequently pulling her out of some bushes she was hidden in and onto her knees with a single hand movement (despite being subsequently pulled in the air by Lisanna rushing to hug Natsu Dragneel in a comedic way), something implying that, at least to a certain, minor degree, he still does.

**Enhanced Durability**: In his true form, Pantherlily displays great resistance against attacks, both physical and Magical in nature. He was shown being able to withstand Gajeel's iron fists and roar, as well as Azuma's explosive Magic head-on, only to emerge relatively unscathed. Whether or not the same could be said about him while assuming his reduced form is still in question.

**Keen Intellect**: Pantherlily has shown to be considerably intelligent and analytical, having seemingly been the first member of Fairy Tail capable of reading through Doranbolt's deception, exposing him as someone not belonging to the guild and even managing to work out the mechanics behind his Memory Control Magic, imputing his ability to slip into the members' memory to change or alter it.

## Weaknesses

* Brontophobic
* His **Battle Form** has a limited time

## Equipment

**Musica Sword**: Pantherlily's primary weapon. While fending off Grimoire Heart's lesser members, Pantherlily disarmed one enemy and started using his sword. This was revealed to be a **Musica Sword**, a reference to Rave Master which was an apparently very expensive weapon capable of altering its size, something Pantherlily noted to be similar to his former **Bustermarm Sword**, and which prompted him to choose it as his new weapon of choice.

## Relationships

* Fairy Tail
	+ Gajeel Redfox - Best friend, Dragon Slayer partner, and guildmate; close as brothers.
	+ Levy McGarden - Best friend and guildmate.
	+ Team Natsu