Kagura stood out in the empty square, she glanced at Meredy who was fighting Sting. Tucking the flute into her belt; she turned her attention to Erza who had just arrived; behind her was Erigor and his band of dark mages. Kagura pulled down her hood revealing her face.

"A child?" Erza gasped; Kagura eyed the dark mages from Eisenwald with disapproval.

"You must have a death sentence little brat" Erigor twirled his weapon "Maybe as punishment I'll chop off some of your fingers. What do you think boys?" the dark mages laughed. Kagura did not look impressed.

"You people lack discipline, something that will be the cause of your downfall" she told them; Erigor and his mages burst into laughter.

"What sort of old-fashioned world do you come from?" he exclaimed. "Tell you what, allow me to show you how we modern people do things" he pointed at Kagura with his scythe "Get her boys!" the dark mages ran past Erza and straight for Kagura. But as soon as the group got close, everyone in the square was lifted into the air by a frozen platform, walls formed, separating everyone into rooms and hallways, and soon they were all trapped within a frozen fortress floating over the town.

Kagura let out a sigh, she honestly didn't expect Ultear to use the Tower of Mystery, it was a spell that mimicked their Guild Building; a fortress that slowly drives outsiders mad and gives the guild members a tactical advantage. But Kagura didn't have the need for such tricks, she only had one objective, to fight the person known as Erza Scarlet, opening a door she walked through and on the other side was Erza, she was on high alert not daring to make any risky moves.

"I apologize, my comrade has cast quite a troubling spell" Kagura told her, the Fairy Tail mage immediately drew her sword; Kagura however did not consider this threatening and continued making her way towards her foe. "Before we begin, may I ask who taught you swordsmanship, I understand you are quite skilled" Erza was actually quite surprised by the question, it wasn't odd or anything, just unexpected.

"Master Mavis was the one who taught me the basics, everything else was self-taught" Kagura raised a brow clearly impressed.

"Is that so, then I could only imagine what you would become if you had the right teacher"

"Then let me ask you the same, who taught you your skills?" Kagura smiled almost too eager to answer.

"My teacher is none other than Cain the Whispering Sword" Erza was stunned beyond belief.

"You lie! The Whispering Sword has been dead for over a hundred years" The Whispering Sword was a rather touchy subject for Erza, she once looked up to the historical figure even attempting to mimic his sword style, however since learning about the atrocious deeds he committed, she shuns his existence, even feeling disgusted with herself for ever admiring him.

"I may be many things, but a liar is not one of them, but that doesn't matter, let us start our dual" Erza would need to defeat her if she wanted to acquire the flute.

Erza's grip on her sword tightened, the rough texture sticking to her gloved hand. She jumped into action, air circling around her weapon; Kagura unsheathed both her swords blocking Erza's magic enhanced blade; this stunned Erza, normal weapons should be destroyed under the force of magic weapons, and from her observation, Kagura's weapons were clearly regular swords.

"You look unsettled, I wonder why" Kagura was clearly mocking her. Erza pulled back and with more power than usual swung downwards staggering Kagura a bit.

"Speaking of which I never introduced myself" the girl started saying. "My name is Kagura of Tartaros; I've longed to face you, I hope you do not disappoint" now it was Erza's turn to be pushed back, and before they knew it they were locked in a ferocious dance between blades, their swords moving with elegant swiftness while clashing with great force; the icy walls were not spared by their strikes, large gashes trailed behind their duel as the two swordswoman attempted to best each other.

"Erza can you hear me?" it was Sting.

"What is it Sting" she stepped back dodging a vertical swipe. "I'm busy"

"I'm lost and it doesn't help I have lost sight of my opponent; I don't suppose you could tell me where you are and I'll come to you" Erza grit her teeth while parrying a sword.

"How are you supposed to find me when you yourself said you're lost?" she hissed, her expression amusing Kagura.

"Give me details of where you are and I'll try finding you" was his answer.

"Just follow the sound of swords clashing!" she yelled; putting her full might into a swing which had Kagura jump back to avoid it.

"Got it" and with that Sting closed the line. Erza glared at Kagura with irritation, her eyes falling to the flute.

"Eyes up Erza, distractions will only cause you to make mistakes" she said. Erza clicked her tongue prompting herself to fight harder; they locked swords again, but this time Erza tilted her blade slightly, allowing Kagura's blades to slide down allowing her the opportunity to hit Kagura across the face with the butt of her blade. Reeling back Kagura didn't expect such an attack, she recovered her footing quickly shaking away the pain before spinning her blades, her first sword hit against Erza's own, the second blade was used as a hook to pull Erza closer; she then spun on her heel kicking Erza across the jaw completely throwing Erza off her bearings.

Erigor did not think he would have so much trouble, he had expected the Fairies, but not some other guild he has never heard of; they were like insects, they just kept on coming. Now, he was alone, all of his accomplices were nowhere to be found, he couldn't even hear their annoying voices. He has been roaming around for a while now, cutting down all the furniture and doors to vent his frustration. He slammed one door open, this room was different from the rest, he was greeted with a grand hall decorated with sheets of snowy drapes and ice chandeliers, there was a long table with a single person sitting at the end.

"Greetings Erigor the Shinigami" the person spoke. Erigor's heart sank when he saw who it was.

"Mage Killer" he whispered. "Why are you here?"

"I am working" she replied.

"Working?" he repeated, he may be a bloodthirsty killer but he knew when he was outclassed.

"Please, sit" Lisanna gestured to the ice chair. Erigor looked at it warily, in which Lisanna sighed.

"Please hurry up, I don't have all day".

"R-Right of course" he quickly took his seat.

"Now onto business; Lullaby, I understand you want to use it on the annual Guild Masters Meeting" she said. Erigor nodded, a wide grin forming, the thought of killing all those Guild Masters in one swoop brought him great pleasure.

"That's right. We want to kill off the likes of those disgusting legal guilds!" he was silenced by Lisanna raising her hand.

"I hope you know there are rules you must abide to" Erigor widened his eyes.

The underworld was protected and governed by a higher power that not even the magic council dared move against; however, there was one single rule that all criminals, whether they were part of a dark guilds or not must follow. No member of the royal family is allowed to be harmed or killed. Should this rule be broken, the perpetrator would be hunted down and killed by the High Command; even among powerful dark guilds like Grimoire Heart and Oracion Seis, this rule was obeyed. But who was this High Command? Not many have actually seen their faces, only rumours of them being the embodiment of demons.

Erigor swallowed hard, he was sure that he hadn't broken the rule; his heart only beating faster under the Mage Killer's gaze.

"Allow me to introduce myself in a more. Formal fashion" her voice was flat and aloof. "My name is Lisanna and I come on behalf of the High Command to oversee this operation" Erigor stared at the girl in disbelief, he never would have imagined that the notorious Mage Killer was actually an agent of the High Command, he had always assumed someone with such a reputation acted as a lone wolf. Lisanna continued. "However, I can tell you are confused as to why I am here" she leaned forward. "Our single rule, no member of the royal family is allowed to be harmed"

"They are not our targets!" Erigor argued.

"I know; you haven't harmed any of them yet. You see, the princess has somehow snuck into the meeting; seems that her curiosity has gotten the better of her"

"Then I am not to blame!" he yelled, it was obvious the man was in distress. Lisanna silenced him with the raise of a hand.

"Which is why I am here now; you are allowed to continue with whatever you have planned; however, I will be stepping in when the time is right to protect the princess" Erigor let out the biggest breath of relief, he looked at Lisanna thankfully.

"You are far too kind Mage Killer; might you want a part of this operation?" he asked.

"I am here only on business" she responded. "Which now brings me to the question of how you intend to accomplish such an act" Erigor stared at the girl clearly confused, how? She asks, he was just going to play the flute and be done with it.

"The flute requires sacrifice to work" Lisanna answered.

"What! Why was I not told this?" he shouted standing up and slamming his hands on the table.

"I figured that was the case, which is why I am telling you this now" Lisanna leaned back. "The flute can not only kill all those who listen to its tune, but it can also grant its user immeasurable power, that power depends on the amount of sacrifices it has absorbed to activate" Erigor remained silent, listening intently and realizing what Lisanna was implying. "Obtaining such power would most likely get you recognized" she told him, who responded with laughter.

"You're saying that I could potentially rise up and get into the ranks of the High Command with this power?" Lisanna didn't answer, Erigor widened his smile. "This is fantastic! I can finally show the world my power, everyone will come to fear me!"

"So tell me what you plan to do?" She questioned once more. Erigor brandished the blade of his scythe, his eyes gleaming with craze.

"The flute needs blood and I happen to have many willing sacrifices, once I reclaim the flute it will be a slaughter".

Mavis carefully held Mira up, cuts all over her face and body, she was almost unrecognizable. Lucy gasped, covering her mouth a little sick; Mavis on the other hand was used to such sights, something like this was easy for her to fix; extending her hand, green magic circles wrapped around her arm and wrist, Mira then started to glow green as the magic circles started turning. Lucy watched in absolute awe, all of Mira's wounds were healing; it was amazing. Seconds later all of Mira's cuts all gone.

"Was that healing magic? It's the first I've seen it" Lucy asked breaking the silence. Mavis shook her head.

"No, this is time magic" she replied.

"Time magic? I thought it was a forbidden art"

"It is" Mavis started explaining. "It is a forbidden art because those who use it die" And fallen in the wrong hands can mean permanent damage to the time stream, but she didn't want to mention that now.

"What? But that would mean..." Lucy stared at the First who's next words were able to relieve some of her worries.

"In exchange for using its power, you give up part of your own time; for someone like me who's time is limitless, this magic is harmless" Mira started to stir.

"Lisanna…" she murmured, her eyes shot open sitting up. "Lisanna!"

"Mira" Mavis said, Mira quickly turned to the First, grabbing her shoulders.

"Did you know?" Mira's eyes turned fierce. "Did you know she was alive?" Mavis attempted to calm her down.

"No, I didn't, this is news to me as well" Mira jumped up looking for a pathway.

"I need to go after her" Mavis held her back.

"Calm yourself; Lisanna isn't the person you knew as a child, she's changed mentally and physically"

"I don't care about that!" Mira's scream was almost heart wrenching. "She is still my sister!" Lucy covered her mouth with shock at the revelation.

"I'm afraid I can't let you interfere" a male voice spoke startling the trio.

"Natsu" Mavis growled and was about to make her way towards him but Mira beat her to it.

"It was you wasn't it!" she transformed into Satan Soul and was about to fire a Soul Extinction but found her body unable to move. Natsu smiled, skipping around Mira's frozen form.

"To think this is Mirajane in the flesh" he spoke in a singsong voice. "Cute and beautiful, but nothing compared to my Mavis" Lucy gave Mavis a questioning glance which was ignored.

"Natsu release her" Natsu turned to Mavis and gave her the most innocent look he could muster.

"I'm not doing anything" he told her.

"I'm the one holding her" another voice entered the scene, Lucy was enraptured by this person's beauty, she may have horns protruding out, but that only added a sense of exoticness to her image.

"Sayla" Mavis muttered.

"I will release her" she answered but her gaze was directed to Mira. "But if she makes any threatening moves against my Master, she will suffer the consequence" being released, Mira dropped to the ground but wasn't about to lose sight of her goal.

"What did you do to my sister!" Mira demanded to know; Natsu stared at her with an obnoxious grin while he shrugged; Sayla was the one to answer her.

"We didn't do anything, the question you should be asking is what did you do to your sister, Lisanna has a deep hatred for you, one that cannot even be expressed into words" Mira clenched her hands, memories of that horrific day resurfacing.

"I have done nothing but love her, even after that day I haven't stopped loving her" Sayla eyed the girl with a frown.

"Yet you declared her dead"

"Because I thought her dead! I, I couldn't find her body…" Mira quieted her voice.

"My daughter is happy where she is; it would be wise to leave her alone" Mira flared with anger.

"Lisanna is not your daughter you bitch, she…." Mira didn't finish, she was grabbed by the throat and lifted into the air.

"What did you call Sayla?" Natsu questioned, his usual playfulness gone; Mira tried to move but Natsu's grip tightened, relieving all strength she previously had. Mavis quickly grabbed Natsu's wrist.

"Let her go" Mavis told him but Natsu didn't respond. "You told me you weren't going to harm any Fairy Tail members, are you breaking your own promises?" and as if flipping a switch, Natsu's smile returned, his grip loosening dropping Mira to the ground while she gasped for air.

"You're right!" he stepped away while pulling Mavis close to him stroking her cheek. "I did indeed say that and I will do my best to uphold that promise" he leaned in close whispering into her ear. "But should any of your members step out of line, I don't think I'll be able to control myself" Mavis frowned shaking him away.

"I will keep that in mind" she growled before pointing at him accusingly. "But what gives you the right to change a member of my guild into a demon?" Natsu laughed.

"But I speak the truth, I didn't do anything. Lisanna chose to become one of us, she chose to become part of my family" Natsu hopped close and poked Mavis' cheeks. "And there is nothing you can do to change that" Mira regained her senses and stood up with the help of Lucy.

"I won't accept it, I'm bringing Lisanna back to Fairy Tail, back to her real family" Natsu burst out into a fit of giggles, which only angered Mira even more. Natsu calmed himself taking deep breaths.

"You bastard, I'm going to kill you!" Natsu wagged his finger in her face.

"Tsk, tsk. Such language is not befitting of a lady such as yourself" Mira was really struggling not to swing her fist at him; luckily Mavis pulled her back.

"We'll discuss what to do later" she told her.

"But First!"

"There is nothing we can do now, if you truly want to save Lisanna we need a proper plan" Mavis faced Natsu and Sayla. "Answer me this, what do you intend to do with her?"

"Sorry but that is the only thing I won't tell, but go ahead and ask another question"

"Then tell me your reason for recruiting these humans and turning them into demons?"

"Because I can" he gave his curt answer flatly before grinning. "I don't see there needing any reason for recruiting someone into a guild".

"For you, there is always a reason" Mavis said in a matter of fact. Natsu feigned hurt.

"How terrible of you, is that what you think of me? I am simply being a kind Guild Master and accepting all those who want to join" Mavis rolled her eyes, she was used to Natsu's shenanigans, but that didn't mean she's come to appreciate them; Mira continued to glare at the two demons, mainly at Sayla; while Lucy just stood at the back looking very nervous.

Erza was panting, nothing she did could even scratch Kagura, the girl had a counter to everything she tried. Eyes wandering to Kagura's grip on her swords, Erza realized there wasn't much she could do, she couldn't defeat her opponent, at least not alone anyways; she needed to opt for a different approach.

"Erza I think I'm where you're at" Sting spoke through the ear piece. "But I don't see you… no wait… I think you're behind this wall; stand back"

"No wait" Erza muttered.

"What! Why?" Sting exclaimed.

"Just wait" she hissed.

Erza changed her posture, loosening her grip on her weapon; Kagura didn't recognize what Erza was doing and could only prepare for the worst, she moved into a defensive stance but wasn't expecting the ground beneath her to crack; Erza let her sword fall and stab the ground, the impact caused the ground to split in two, Kagura stumbled which allowed Erza to dash forward throwing her fist at Kagura but only met the flat side of her weapon, however this was exactly planned, sliding, Erza ducked and swiped the flute away.

"So you managed to steal the flute" Kagura pointed the tip of her sword at her. "But now, you are vulnerable to attack" Erza smirked.

"Is that what you think" eyebrow raised Kagura suddenly sensed something approach and very quickly hopped to the side avoiding the passing sword as it launched towards Erza's hand.

"A neat trick I suppose" was Kagura's response before she lunged for an attack. Erza stepped back disengaging; Kagura assumed that since she had the flute now Erza would try to make an escape, it was a valiant effort but she would not allow it. Kagura advanced once more.

"Now!" Erza yelled and at the signal the wall next to Kagura exploded, the ice burying her. Sting stood satisfied while Erza sighed in relief.

"Good job" she told him.

"How did you know I was behind that wall?" Sting had to ask; Erza shrugged.

"Lucky guess" Sting approached Kagura's body.

"She's just a kid as well" he exclaimed.

"She is, but she was a formidable opponent" Erza looked at the flute in her hand, feeling very uncomfortable just from holding it. "Come on, let's go find Gray and Mirajane"

"What do we do with her?" Sting asked pointing at Kagura.

"Nothing, we've defeated her, we must now accomplish our mission" Erza answered.

Gray, like Sting was lost; he was left wandering the seemingly endless corridors; however, he did hear the sound of people, rushing to the source he turned a sharp corner coming face to face with a group of Eisenwald mages. They stared at each other for a moment; Gray took a few steps backwards before taking a deep breath, he pointed behind them.

"What is that?" He gasped, the Eisenwald mages all turned around and there was nothing, turning to Gray they found him already miles away before giving chase. Gray honestly did not have any plan in mind, not knowing where to go only made things worse, he could only pray he didn't run into a dead end.

"Gray! Where are you?" he heard Erza speak from his earpiece.

"I don't know!"

"Why does it sound like you're running?" this time it was Sting.

"That's because I am!"

"Are you being chased or something?" Sting asked almost in a mocking manner. There was a pause before Gray answered.

"No…" he could hear Sting burst into giggles.

"You totally are!" he told him. "Why don't you just blow them away with a little ice trick"

"Because idiot, this place is made from ice that absorbs magic, the more magic we use here the more we empower the user!"

"How do you know this?" Erza was the one to ask.

"I've seen Ur use this type of magic before"

"Well… that's no good then, I just blew up a couple walls with my magic" Sting confessed.

"Same here" Erza added.

"Can't blame you there, you didn't know" Gray turned a corner and flew open a door entering what looks like a courtyard.

"Gray!" this time he heard Erza's voice from above him, looking up he spotted Erza and Sting looking down from some railings. "We'll come down to you, just hold tight!" the two of them saw the gang of Eisenwald mages come into view. Sting didn't even hesitate, almost like his instincts take over he jumped over the railing and landed on top of one of the enemy mages; Erza sighed before following suit. And before anyone could comprehend what was going on Sting started to beat people down, Erza, safely used her sword to fight, being careful not to empower it with her magic; Gray soon joined in.

"Have any of you heard from Mira?" Erza yelled.

"No! I thought she was with you!" Gray yelled back.

"We got separated!" Erza smacked away another mage.

Suddenly a powerful gust of wind collapsed on top of them, breaking the fight apart, Erza, Sting and Gray were blown back and the Eisenwald mages were blown to the side. Erigor descended onto the ground with his usual sadistic smile; he pointed at Erza.

"You have something that belongs to me" she very quickly clutched the flute and hid it from his view. "Hand it over before I hurt that pretty face of yours"

"You'll just have to pry it from my dead cold hands" Erza countered, Erigor laughed.

"I would be happy to oblige" he readied himself; meanwhile the Fairy Tail team stepped back with Gray whispering to the other two.

"We'll need to take the risk of using magic; we won't be able to win otherwise" Erza nodded while giving orders to the other two.

"Agreed, the two of you deal with the others I'll take on Erigor" both Sting and Gray wanted to argue but knew now wasn't the time, they obliged. When suddenly two familiar cloaked people stepped in, they had entered through a door behind them.

"Hope you don't mind us joining the fun" an older female voice spoke.

"Hey Ultear, am I allowed to go all out?" a child's voice asked.

"I suppose; but don't have too much fun now"

"You're one to talk, you like to play with your food" the older one giggled.

"How right you are, but let's not waste time, Master expects us to finish this swiftly". Now the three Fairy Tail mages were sandwiched between two dangerous enemies. Erza gripped her sword and glanced at Sting and Gray.

"Change of plans, you two deal with Tartarus, I'll deal with Eisenwald"

"Won't argue with you there" Sting muttered.

"Agreed" icy mist started emanating from Gray's hands. "Let's win this for the First".

Gray had never faced an opponent whose skills with ice magic were almost on par with his teacher's, but this woman from Tartarus was the real deal.

"Ice Make: Cannon!" cold ice impacted against an icy wall, while the other girl jumped over it launching her spear into the ground creating a large explosion of lightning, five icicles erupt from beneath them entrapping the two of them. Meredy grabbed her spear and stabbed into one of the icicles electrifying it and shocking both Gray and Sting inside.

"Sting! Gray!" Erza screamed, but didn't have time to worry, she defended herself against Erigor's scythe.

"Eyes focused on me, don't want to lose an arm do you" he sneered. Erza glared at him, kicked him away and sent a blade of air towards the icicle prison cutting them in half halting the lightning shock.

"Thanks for the save!" Gray called out. He ran towards the enemy with two ice swords; Sting following close behind.

"White Dragon's Roar!" a laser beam came shooting through the yard towards Ultear. She jumped away but was met with Gray's ice swords, she very quickly put her guard up, ice formed around her arms as she blocked them but they shattered immediately. Meredy intercepted, her spear clashing against Gray's swords. Meanwhile Sting with a fist shining brightly struck Ultear in the stomach throwing her straight into a wall.

"How unfortunate" Ultear's voice came from behind him causing Sting to swing his fist smashing into her face, he was surprised to find it crumble into ice pieces. "Over here!" "No here!" "How about here!" more and more of the woman's clones started appearing. It may seem overwhelming but Sting had a countermeasure, lifting his hands up, energy started gathering in his palm.

"White Dragon's Blinding Flare!" thousands of white energy beams shot out, piercing all of the clones forcing Ultear to jump out of the shadows; Meredy was also forced into a corner; too occupied with dodging she broke contact with Gray who took this chance.

"Ice Make Hammer!" a giant ice mallet crashed onto Meredy, she softened the impact by blocking with her lightning enhanced spear, but was still forced to the ground knocking her out. Ultear bit her lip upon seeing Meredy defeated; she stood between the two Fairy Tail mages; she would need to take things seriously now, she removed her hood revealing her face to the world.

"What?" Gray was stunned by her likeness with his teacher. "Who are you?"

"My name is Ultear and that is all you need to know" the walls, the ground, they all started to glow; Ultear knelt down placing her hand on the ground. "But I must thank you for granting me all this magic power" and just like that the entire area imploded.

Gray and Sting dug themselves out of the rubble, they were back in the station square. Ultear stood before them carrying Meredy in her arms; there was a massive ice golem standing right behind her, Kagura's unconscious body lay in its hands.

"And with this temporary burst of power, let me pay you back for what you've done to my comrade" as soon as she spoke, Erigor burst out of the rubble holding onto the flute.

"Erigor's done it!" the Eisenwald mages yelled as they also climbed out. "He beat the Fairy!" they were jumping for joy when suddenly they started dropping dead. "What?" Erigor was swinging his scythe cutting down his own guildmates.

"What are you doing!" one of them screamed; he laughed maniacally.

"Behave and become my stepping stone" he yelled while killing the rest.

"You bastard!" Sting screamed. "They are your guildmates!"

"Guildmates?" Erigor spat out the words. "I don't have any guildmates; but please, pick up after me if you wish" and with that he flew away.

"Dammit!" Gray looked around searching for Erza.

"How rude! Please don't ignore me" Ultear raised her hand, the golem mimicked her movements.

"Shouldn't you be chasing after that guy as well!" Sting screamed. "He has the flute"

"What makes you think we aren't?" Ultear answered. "There are four of us you know" Sting widened his eyes, this was a revelation for him.

"Can you hear me?" Mavis spoke through their communicators.

"First!" Gray and Sting exclaimed in unison.

"Both of you keep the opponent in front of you busy; Erza pick yourself up!" as if on cue, Erza burst out of the rubble completely unharmed, but she did look incredibly angry. "Go after Erigor"

"Understood!" she screamed before taking off.