Elfman and Evergreen encounter a cliff as they run away from Rustyrose's .

Evergreen: "I'VE HAD IT UP TO HERE WITH YOU!!! WHAT KIND OF LAME BRAIN BUFFON RUNS FOR HIS LIFE WITHOUT EVEN BOTHERING ONCE WHERE HE IS RUNNING!!!"

Elfman: "YOU WON'T QUIT COMPLAINING WON'T YA?! If that's how you want to be you can go the rest of the way on your own"

Evergreen: *kicks Elfman* "So not only are you an idiot but you'd also leave a crippled comrade to fend for herself!"

Elfman: "You look healthy as a horse to me!"

Left with no choice but to fight, the two work together in order to defeat it.

Evergreen: "All right you"

Elfman: "Yo, good work we totally foo.."

Elfman doesn't get to complete as Evergreen starts kicking on his face,

Evergreen: "Next time leave me out of your stupid plans and don't use me as a bait, understand!"

Rustyrose: "An emotional discussion followed by intense physical contact. Today's lovers have no sense of shame, do they?"

Evergreen/Elfman: "SHUT UP!!!"

After hearing the Dark Guild's plan, Elfman and Evergreen begin to argue with Rustyrose, both sides explaining their beliefs. Rustyrose tells the two that they will cower in fear when they see Zeref's true power but Elfman disagrees and charges at Rustyrose, saying that Fairy Tail will never yield and that they are a giant candle that will shine through any kind of darkness. Rustyrose ignores his statement and attacks him with his , saying that trash like Fairy Tail are not necessary for the Grand Magic World. Rustyrose tries to attack again but Elfman grabs his arm and uses his Magic to take over it. With Rustyrose's own attack, Elfman goes to attack but Rustyrose defends himself with his .

However, Elfman reveals this to be a diversion and removes and destroys Rustyrose's sunglasses. Elfman then orders Evergreen to turn Rustyrose into stone and Evergreen immediately follows and uses her . However, Rustyrose seems to be unaffected and he immediately sends his opponents sending several feet away. While Evergreen and Elfman express their surprise to the turn of events, Rustyrose reveals that his Magic, the , enables him to materialize anything from his imaginations. With his Magic revealed, Rustyrose attacks with his which immobilizes and drags both Evergreen and Elfman with it in process.

Elfman: "What the hell is this thing?!" *trying to get out* "I can't move"

Evergreen: "Elfman I-"

Elfman: "Ever you gotta hang in there!"

Evergreen: "I'm sorry"

Elfman: "What?!"

Evergreen: "If only I hadn't been your partner you might have become a S-Class wizard. You wouldn't have lost or been held back by a weakling like me"

Elfman: *closes his eyes & smiles* "You idiot"*opens his eyes & looks at Evergreen* "I made it this far because you were by my side"

Evergreen: *tears in eyes* "Elfman..."

Elfman: "I'm glad you're here, Ever..."

Rustyrose: *adjusts glasses* "Now way to the end of darkness" *snaps his fingers*

As the two try to reach each other, entire tower explodes, creating a devastating shock-wave that can be felt and heard from miles away.

Meanwhile, Natsu awakes with his scarf and clothes reverted to normal by Wendy.

Wendy: *excited* "Natsu!"

Happy: *rubbing himself on Natsu* "You're alive!"

Natsu: "How's gramps?"

Panther Lily: "Right here"

Carla: "But I'm afraid he's not out of the woods yet"

Natsu: *notices his scarf reverted back to normal* "My scarf's fixed?"

Puss: "You have to thank Wendy for that. She used her to get the junk out, she also flipped your clothes back while you were recovering"

Natsu: *to Wendy* "I owe you one, thanks"

Wendy: "No problem"

Natsu suddenly gets a serious expression,

Wendy: *lines over head* "Is something wrong Natsu?"

Natsu then starts sniffing the air around Wendy creeping the girl out.

Wendy: *sweatdrop* "Umm.. hello..?"

Carla: *tickmarks over head* "GET YOUR SLIMY NOSTRILS AWAY FROM HER YOU FIRE-BREATHING PERVERT!!!"

Puss: *remembers another creep who sniffs* "Natsu since when did you started hanging out with Ichiya?"

Natsu suddenly gets up startling Wendy,

Natsu: "I know this smell"

Happy: "What smell? Please tell me it's fish"

Natsu: "It has to be him but why would he be on this island?"

Panther Lily: "Who is he talking about?"

Puss: "No clue however.." *looks at Wendy*

Carla: "Wendy can you smell it too?"

Wendy: "Uhm not really sorry, there's so many new scents out here I'm having trouble figuring out whose who?"

Happy: "Natsu who did you catch a whip off?"

Natsu: "No it's the guy we met on Galuna Island"

Natsu quickly takes off in search for him,

Natsu: "He's close!"

Happy: "Natsu wait!"

Wendy: "Don't just run off!"

Happy: "Well there's no point in trying to stop him"

Wendy: "What happened on Galuna Island? What is he talking about?"

Happy: *waving his hand away* "Well you know the routine, stuff happened and then he had an all-out magic brawl with the guy"

Puss: "It does sound like an average day for Natsu"

Carla: "Well I'm more concerned about this business"

Panther Lily: "I must admit I'm envious of Natsu's powerful snout" *waves his tail* "He is just like an animal"

Puss: "Well they don't call them for nothing" *looks at Wendy* "Oh Wendy, no offense"

Wendy: *smiles* "Oh no problem Puss"

Happy: "Aye! The only person I know who has a sense of smell as great as Natsu is (Y/n)"

Carla/Panther Lily/Wendy: "(Y/n)?!"

Happy: "Aye! For some reason he can hear, smell and see stuff way better than anyone. Sometimes his sense of scent is even better than Natsu's"

As I'm going through the forest in this island I realize something, "Oh no, considering there's Grimoire Heart over here we need as much help as possible"

I remembered that Mira had said Gildarts, Freed and Bickslow had left but they might have seen the flare so it's no problem, however any help is much appreciated in this situation, "God knows how Pops will react to this?"

I take out a communication lacrima, activate it and the person I was hoping for actually answers,

??: "Hey (Y/n), what's the big deal, why you rang?"

"Sparkles we have a problem"

In the battle against Caprico, Loke tells the others to leave and look for Caprico's teammates while he battles Caprico himself. He explains that Caprico's Magic, , weakens their Magic as humans and so they cannot defeat him. He also reveals that Caprico is, in fact, a Celestial Spirit, . At first, Lucy didn't want to leave. However, when she finally does, she makes Loke promise that he will come back to her. This action makes Caprico slightly recognize her.

Upon realizing this, Loke begins his Spirit vs. Spirit battle with Caprico. Loke calls on to give him power, rushes at Caprico and attacks him. Caprico is send flying through a wall, but lands on his feet, uninjured. He attacks Loke's stomach with his knee,

Loke: "Just how long has it been since you left the Celestial Spirit World?"

Caprico: *smirking* "17 years"

Loke: *kicks Caprico away* "There's no way you've managed to last that long with your own power! Tell me who are you contracted to!"

Caprico: *dodges Loke* "No human controls me but I have plenty of servants of my own" *waves his fingers creating runes* ""

Loke: "Another worldly gate"

Caprico: ""

San Jiao Shin attacks Loke in the chest with his spear.

Loke: "He's not a Celestial Spirit, what's going on?!"

Caprico explains who San Jiao Shin is and how he made him his subordinate. Loke is surprised that Caprico can kidnap and then summon the humans he kidnaps and Caprico says that it is time for him to asks about Loke's master. Loke asks why and Caprico responds that it is so he can make her his subordinate. He also says that he already has a hunch but there is something about the girl that he let get away.

Caprico: "You never wanted to challenge me to a duel, did you Leo? This was just a way of getting her to safety while fooling me, a clever tactic. Being a puppet is such a thankless role to play, such a boring existence"

Caprico remembers what Lucy said to Loke about having him comeback to her no matter what, and starts getting anxious. He starts remembering his past about someone else also telling him the same thing she told Loke.

Caprico: "That girl she couldn't possibly be?"

Loke: "No! He figured it out"

Caprico: "I know exactly what you're trying to do Leo, why you're protecting that one, I should have seen this before! The resemblance is uncanny, she's the daughter of Layla Heartfilia"

Loke: "Here goes it's time to bust out the big guns"

Caprico: "WHERE DID YOU SEND HER?! SHE CAN'T BE ALLOWED TO LIVE!!!"

Caprico summons the , to hunt Lucy. Though the huntsman is skilled, Loke is able to intercept his attacks aimed at Lucy and defeat him.

Caprico: "Get out of the way!"

Caprico summons his to attack Loke, but they are wiped out with .

Loke: "I'm not moving until you start talking. Crux said 20 years ago you formed a Celestial Spirit contract with Layla, now I don't know what agreement you made in the human world but if that's true then there's one thing I do know. Since Layla's no longer with us you should be fighting for Lucy, at least according to your contract. I don't understand why she doesn't seem to know anything about you? So you wanna tell me what happened, Capricorn"

Caprico: "A ta-aboo"

Loke: "Hmm?"

Caprico: *spreads his arms* "Every ma-agic in existence has its own set of rules which should never be broken and I broke one of those sacred rules"

Loke: "You did?!"

Caprico: "As a result I was given this form. Now I'm a goat isn't that funny" *laughs maniacally*

Meanwhile, Natsu slips on a leaf and upon landing, he and Happy see the black-haired boy, Zeref, unconscious below a tree. He also finds Ultear, whom he was previously hunting as "Zalty".

Natsu: *pointing at Ultear* "Since when did you start dressing up as a girl?"

Happy: *covers mouth with his paw* "You're a cross dresser"

Ultear: *sweatdrops* "No actually this is my real form. I'm a member of the Grimoire Heart guild and leader of the Seven Kin, you may call me Ultear Milkovich"

Natsu: *sweatdrops* "Ultimate.. milk.. sandwich.."

Happy: "Nope not even close"

Ultear: "Don't tell me your guild has sent you after Zeref as well"

Happy: "Wait so what Puss said is true!"

Natsu: "What do you mean Happy?"

Happy: "Puss had a doubt that" *points at Zeref* "He was Zeref"

Natsu: "You mean this guy created Lullaby, Deliora and other bad stuff for real"

Happy: "But how is this possible?!"

Ultear: "Just so you know, I can't let you have him. Zeref belongs only to me"

Natsu: "Fine! I don't want him, I just want my hands on your guild! It's payback time for hurting my friends!"

Ultear: "Oh well if that's case then I believe I owe you one" *summons a crystal ball* "And this time I mean business!"

Erza and Juvia square off against Meredy, who summons Magic blades to attack them. Initially, Juvia is confident in her water body that renders physical attacks ineffective. However, Meredy's blades are able to slice through her water body, shocking her. They figure out that she is also one of the Seven Kin of Purgatory. Meredy ignores them and considers eliminating them as her mission.

Back with Loke, Capricorn begins to cast , the spell which allows a user to "capture" a human. It is considered a taboo to use it against someone who is not human, like Loke who is a Celestial Spirit, and would cause the user to fuse with the target. Loke figures out that Capricorn actually has a human fused into him. Loke punches Capricorn with , but the shadow says that he is too late and gets into Loke's body.

With the dark spirit inside Loke, he says that now he finally has a human body and says that he doubts Capricorn will be getting up. He says that he is now Leo, his master is Lucy, and by killing her, he will become a complete human. Loke starts talking about how he is going to kill her, when a Regulus beam goes through his chest.

Loke: "NO! HOW COULD YOU DO THIS! UNHAND ME NOW!"

Capricorn: "I believe Regulus had reached its zenith, Zoldeo"

Zoldeo comes out of Loke's body, flying into the air, screaming in pain.

Loke: "Thank you Capricorn"

Capricorn: "I apologize sir, I didn't want to use excessive force"

Loke: "No it's alright, you had to use that much power it's the only way you could possibly separate us"

Zoldeo falls to the ground,

Zoldeo: *trembling* "I don't get it how are you even able to move Capricorn"

Capricorn: "Just moments before you took control over Sir Leo's body he was able to grant me the use of his Magic, Regulus also known as 'The Light of the King'"

Zoldeo: "What?! Are you kidding me?! That was a transfer of Magic power!"

Loke just smirks at his words.

Zoldeo: *screams in frustration* "Anyway it doesn't matter anymore, all that matters is I'm myself again"

However Zoldeo starts glowing and suddenly start disappearing,

Zoldeo: *looking at his disappearing hands* "My body is disintegrating! What is happening to me?! Make it stop please!"

Zoldeo's disappearing effect soon starts spreading across his entire body.

Zoldeo: "Capricorn help! Please don't let me disappear like this, you have to help me! Lady Layla...."

Zoldeo keeps on disappearing until he completely vanishes from sight.

Loke: "So that's the fate of those who break the sacred rule of Magic"

Capricorn: "It ha-appened twenty years ago"

Capricorn explains how he and Zoldeo had made a pact with Layla. Loke asks Capricorn how did Lucy look to him and he responds that he can tell that she loves and is loved by her spirits. Loke asks him if he would lend his power to Lucy, but he responds no, he cannot give her his power, since his power already belongs to her. Caprico adds that now, he can finally return to his original master. Loke comes back to Lucy, who gives the news to Gray and Cana. Lucy says that Capricorn will join them too and that they will tell her the details later.

Lucy: "Also he says the fight really took it out of him, so he's gonna try recover his strength by going back to the Celestial World"

Gray: "What?!"

Cana: "Makes sense, I mean he has been using his power to stay in the human world all this time"

Gray: *panicking* "BUT THAT AIN'T FAIR AT ALL! HE PROMISED HE'D BE MY PARTNER AND NOW HE'S BACKING OUT ON ME!"

Lucy: *sweatdrop & holding Loke's key* "He says he will make it up to you later"

Gray: *tickmarks over head* "WHAT?! FORGET HIM! YOU TELL THAT FOUR-EYED FREAK I DON'T NEED HIS HELP TO MAKE S-CLASS!"

Cana later suggests that they split into two groups so they could locate the Seven Kin of Purgatory faster. Although Gray thinks it is smarter to attack together, he consents with Cana's plan and leaves.

At the base camp, Elfman and Evergreen arrive heavily-injured after their defeat at the hands of Rustyrose.