A/N: So...I'm back. I'm sorry this took so long, but I'm gonna be real here: the ending of Fairy Tail killed my muse.

It was awful.

I can't have been the only one who expected more from that. Half-resolutions, horrible fights, no logic, random nakama powerups...I mean, I've followed FT for years, so I've come to expect certain things, but this took it to a whole new level, and I was horrified. And considering that wrote this story to be modeled after certain events in canon, to say I was appalled when they never happened is an understatement. There was no END, no Acnologia backstory, no conclusive shipping moments, no END, no ultimate techniques or skills (we didn't even get all the star dresses!), basically nothing of substance about Anna, no END, no information on the Spriggan 12 aside from the "important" ones (including what happened to half of them after the war), no canon deaths (argh argh ARGH), nothing on the fight that the Celestial King and Mard Geer supposedly had 400 years ago, and did I mention there was no effing END?!

I have had to go back and rewrite 40% of my story due to the fact that the events in canon they were supposed to be based off of NEVER FREAKING HAPPENED. Putting it very mildly, I'm frustrated. Frustrated and disappointed. Fairy Tail has been one of my top three favorite anime/manga for years now, and to see it go out like this, with such horrible writing when I know it can be better (I'm looking at you, Rave Master) really saddens me and like I said before, kinda slaughtered my inspiration to write this.

But.

I have the sweetest, nicest group of readers that I could have ever hoped for, and I really don't want to disappoint you just by stopping writing. I think (hope) you all want to see where this story goes, so I'm gonna show you. It might be slow going because next week I'm leaving the country to go study abroad for a year so I don't know how frequently I'll get to write, but I will keep this story going. So please, bear with me-I promise the payoff will be worth it!

That being said, this A/N is pretty long and I'm sure y'all wanna read the chapter, so here ya go!

Erza's face drained of all color, her face looking as pale as snow in sharp contrast to her scarlet hair that fell across her face and down her shoulders like streams of blood. She looked all around the airy, spacious room frantically, but Lucy had spoken the truth—the weapon was truly gone, together with anything else that might have been in the room.

"This—this cannot be," she said in an odd, strangled voice. "How can the R-System be gone? Why would they take it? It's not yet complete!"

Simon ran up to her. "They can't have transported it; the thalaron is too volatile for that. They must have manually moved it, so it can't be far."

"Where would they take it?" Gray called from above where Happy still carried him.

Erza shook her head slightly in an attempt to get a hold of herself. "I don't know…it didn't even occur to us that they would have moved the R-System, so we didn't consider the options." She looked up in confusion. "What would they do with it? They need us to finish it!"

"Maybe they don't," Natsu said. He was standing near the door, wiping the sweat off his forehead. "You said it was almost done, right? Maybe they decided that they can do the rest themselves."

She shook her head, frustrated. "But—"

Suddenly, the whole room shook violently. They all cried out in shock, waving their arms to keep their balance.

"What's going on?" Lucy shouted. Two more tremors quaked through the room. Erza ran for the door, calling out behind her, "Everybody out! We need to find the R-System, now!"

They rushed out of the doors after her down the rest of the hallway. They ran into the next room but found it too, to be empty. Room after room was found to have been cleared of all equipment and tools, and the slaves were on the verge of panic.

"I don't understand," Koala said tearfully. "If they've taken all of our supplies, does that mean they don't intend to stay on this asteroid anymore?"

"That cannot be," Tkaa said softly. Of their entire group, he was the most calm. "They have invested decades of research into us. They would not abandon their own creations."

"Then why move it?" said Gray. "If they weren't intending to leave, then why take the R-System? Do you think they would have anticipated your plan?"

"Considering most would regard it as suicide, I would think not," Erza replied with narrowed eyes. She seemed to have recovered from her initial shock and collected herself. "Forget the reason. No matter why they moved it, there are only a few places in the Tower of Heaven large enough that they could move it to. They obviously didn't move it to the compound, and there was nothing in the forges…"

"Did they move it to a shuttle bay?" the slave with the guns asked, referring to the airspaces where shuttle cruisers docked to transport materials to ships manually. "They're big enough there to hold it."

Simon nodded. "That would make sense. Shuttle bay 3 isn't far from here."

Natsu grinned. "Then let's—" The hallway shook hard once more. "What is that?"

"I think they're shock waves," Happy called from above. "I can feel the vibrations in my wings. It feels a lot like an explosion."

"Too many questions that we don't have the answers to," Erza snapped. "We're going to shuttle bay 3 now." The rest of the party obeyed, the urgency of her order spurring them on to greater speeds. They raced through two more hallways before drawing up short in front of a lone Mantis in the process of sealing a door. It hissed and reared in surprise but before it could flee, Erza issued a harsh command.

"Capture him!"

Simon, Tkaa, and Arlong pounced on the Mantis, grabbing its forelegs and twisting them sharply behind its back before pinning it to the ground, its short hind legs flailing wildly in the air. They held it to the ground as Erza stalked forwards to loom above the prone insectoid, her face in shadow and her eyes blazing. "Where is the R-System?" she asked in a low, calm voice.

The Mantis spat furiously at her. "I don't sssee why I should tell you anything." With a slight jolt, Lucy realized that this was the first time she was hearing a Mantis speak. It had a thin, reedy voice that was somehow harsh at the same time. It punctuated its speech with hisses and splutters, and it drew out the letter S like a snake. Struggling fruitlessly, the Mantis clicked its mandibles angrily. "Filthy ssslave."

Erza nodded curtly to Simon, who took one of the Mantis' forelegs and jerked it sharply in the wrong direction. The Mantis screamed and cursed at them. Simon kept bending the foreleg while the Mantis screamed until with a sickening crack, the foreleg severed clean at the elbow joint with a spray of dark blood. The resulting shriek of agony was so loud and grating Lucy released her gun and clapped a hand over her ears to block the noise.

"One disadvantage of having more limbs than humans is that you have more of them to break," Simon lightly informed his writhing captive. "I can do this all day."

The Mantis's reply was a strangled expletive and a few things in a language Lucy didn't recognize. Judging by the darkening of Simon's face, however, he did understand, and nodded to Arlong to have him start bending the other foreleg. Lucy averted her eyes as the slaves went through the Mantis's foreleg and three more hind legs before it finally screamed, "Shuttle bay! We took it to the third shuttle bay for transssportation!"

"That's better," Erza said with grim satisfaction, pleased that their suspicions had been confirmed. "Now, what are—" She broke off as the hallway shook again. "What the hell is that?"She meant it as a rhetorical question, but looked back down at her captive sharply. Upon hearing her question, the Mantis had let out a garbled, wheezing laughter that only increased in volume as she glared at him. "What's so funny?" she snapped.

"You think that finding the R-Sssystem will bring you freedom?" it rasped. "You foolish ssslaves are doomed. Even as we ssspeak my fellows are exsssterminating your precious comrades. Sssoon all that will be left of you disssgusting fleshsssacks is ashes, and you. And then you will be gone too, and there will be only Mantis."

What little color that was left in Erza's pale face drained completely, leaving her as white as bone. "You lie," she said with a wide eye. "You've spent decades experimenting on us, you wouldn't just kill us all—"

The Mantis laughed again. "You think we cannot replicate the resssults? We have the data from all our tesssts, we need nothing more. We can ssstart a new colony with new ssslaves, ones that are far more sssubmissive. We have no more ussse for disssobedient labor." It wheezed, seemingly having difficulty breathing, and then out an awful shrill giggle. "None of you even guessssed that the bombsss we had you all building for the passst few monthsss would be used to wipe out the compound for the nexssst time you rebelled! You ssstupid little ssslaves!"

The Mantis continued to laugh loudly as the slaves all recoiled in horror. It was only when Erza ejected a spike from her arm and punched it through the Mantis's stomach did its obscene laughter cease, choking off into wet gurgles before fading entirely.

"It was lying," Koala said, her voice shrill with panic. "It had to, it had to have been—" Another tremor rocked the hallway, and she swallowed hard. "It has to be something else."

"Yeah, maybe they're mining or something," Natsu started to say, but stopped as Erza stood. Her face was still white, yet it was a perfect portrait of calm composure.

"The source of those explosions does not matter right now," she stated simply. "We have a mission to carry it out, and we will see it through. The R-System must be destroyed, and right now we're the only ones who can do it." When both Natsu and Gray opened their mouths to protest she gave them a fierce glare, and they swallowed their words. No one else tried to argue, and the group set off once more, leaving the broken corpse behind them.

They rounded a corner to encounter a group of Mantises gathered tight-knit in the hallway before a massive door that could only lead to the shuttle bay. Erza and company wasted no time in attacking, descending upon the surprised aliens in a wrathful frenzy. They hacked and slashed their way through their enemies with a wild ferocity, seemingly uncaring about their own personal safety. Lucy and her friends were slightly more prudent, but not by much. The news that the dead Mantis had delivered to them had shaken them all to the core, and it seemed that the only thing they could do was kill as many Mantises as possible.

With a final brutal stroke of her arm, Erza severed the head of the last Mantis in the hall and opened the doors to the shuttle bay. They slowly rumbled open to reveal veritable hordes of Mantises swarming around a massive machine, clearly in the process of loading it into a shuttle cruiser. The R-System looked like a small, round skyscraper lying on its side and covered in wiring and various metallic protrusions. If Lucy had to compare it to something, she would have said it resembled the pictures of the old Empire State Building from the ancient Terran planet Earth, only far more sinister looking.

Upon seeing the slaves at the entrance, the Mantises collectively let out an eerie hissing noise that echoed through the metal walls of the massive shuttle bay. And then all at once, before anyone in the group managed to process that there were twenty times the amount of foes they thought would be present, they charged.

Every moment following that was a blur. Time seemed to consist entirely of flashing lights, slashing spikes, fire and ice and flying limbs. Lucy lost track of what she was even shooting; if it jumped in front of her, she shot it. Spikes and claws and sharp teeth nipped and scratched at her from every angle, cutting her all over. On particularly deep slash across her arm narrowly avoided severing the limb altogether, and she had to try and retreat somewhere to quickly slap a makeshift bandage over it so she didn't lose too much blood, but there was a major problem—there was nowhere to go. Everywhere she turned there was another Mantis leaping at her, forelegs extended and mandibles clicking wildly. Every time she tried to turn away, there was another wound, another flash of pain, another thing to shoot.

Dimly, in the back of her mind, she noticed that the Mantises were all still hissing creepily as they fought. It was never-ending, as if they never had to breathe. It rang in her ears like the ringing after a too-loud explosion, ripping through her head and straight into her heart and made her more afraid then she'd ever been in her life. It wasn't a rational fear of death; no, she'd had her fair share of that. This was far more primal, more instinctive—it was like the hissing was bringing every fear she'd had in her life and manifesting it in her head all at once, right here and now. Even as she took shaky steps back and fired her weapon as fast as she could aim, images of her old night terrors flickered in her mind. The dark. Her tutor's ruler across the back of her hands. The creek she'd almost drowned in. Her mother taking her last breath right before her eyes. Being alone. Her father's indifference towards her. And the light reflecting off the dark, cloudy surface of a Mantis's claw. She couldn't hear anything else over it—not the clash of arms, not the shrieks of the wounded, not the blast of her gun, not even her own screams.

Lucy took another trembling step backwards and a body crashed into her. She fell onto the floor hard and pushed it off her. Fumbling for her gun, she looked down at the body and screamed. It was Koala. Her gaze was wide and as empty as the giant hole where her chest used to be.

Lucy tried to scramble to her feet but slipped on the ever-growing coat of blood that covered the floor. Before she could rise again, a Mantis lunged at her and sank its teeth into her shoulder, right above the massive cut that she'd received. She screamed again and jabbed the point of her gun into its glistening compound eye with all her might. The Mantis wailed in agony and instinctively released her. With a feral kick Lucy shoved it away from her, but the gun was embedded too deeply into its eye and was ripped out of her hand. Before she could try and reach for it to retrieve it, the Mantis retreated into the crowd and was lost.

Breathing hard, Lucy frantically willed herself not to panic. In a desperate attempt to buy herself some time, she flung herself to the ground and prayed that in the chaos of the melee around her, the Mantis would think she was dead. Then she rolled herself over to the side, trying to avoid the multitude of dancing legs around her. She kept rolling and pushing, every now and then lashing out with her leg to trip up a Mantis (it worked, too) until finally she felt her back hit a wall.

Propping herself onto her good arm, she raised her head slightly above the ground and surveyed the battle around her. The actual fighting was so fast she couldn't track it with her eyes, but she could see the floor well enough. To her relief she didn't see any familiar bodies aside from Koala's, but that didn't mean much. There also weren't any weapons lying around conveniently for her to scoop up. She tried to sit up to get a better look, but her head spun sickeningly and she collapsed back onto the floor.

Blood loss, she thought dimly. Her bad arm was still bleeding freely, and the dark red oozing down her chest and running down her stomach implied that her shoulder wasn't doing much better. Slowly, she also realized she was shaking. Or shock. Maybe both? Either way…have to stop the bleeding…have to tie it up.

But with what? There was no first aid kit magically sitting next to her, and Natsu's jacket was too tough for her to rip with her bare hands. She tried to tear a strip off her skirt, but she couldn't muster enough strength with just the one arm.

Turning her head slightly, she realized with a start that she was only a few feet from the doors. If she could get out, then maybe she'd be able to find something. Get some help. Anything. If she could get out. The half a dozen Mantises in the doorway could pose a problem.

A sob welled up in her throat and tried to force its way out of her mouth, but she swallowed it down. Now was not the time for panic. Now was not the time to think about being killed. Now was not the time to think about her mother dying on her bed or the long, cold days her death without anyone, without friends or family or anyone to comfort her, not even her own father. Now was definitely not the time to wonder if death would be like that too—dark, cold, and completely alone. So why couldn't she stop? Why couldn't she stop thinking about those horrible days? And why wouldn't that horrible hissing stop?

Lucy felt herself starting to feel faint. Everything was getting quieter, the battle less prominent, the colors less vivid. There was a cold numbness in her fingers and toes, and her head was ringing. She tried to focus on something, anything, but all she could feel was the chill. It was stealing up her legs now, that deep, wet cold that sapped her strength and filled her head with fog.

Suddenly, there was a roar and a wave of searing heat swept over her. Lucy shook her head and blinked. Her jaw fell slightly open as she beheld a tremendous column of fire erupt from the middle of the fighting and blast its way to the ceiling, nearly fifty feet above them. The pillar of fire was twisting like a tornado, with streams of different shades of red and gold circling through it. She knew that fire—she'd seen it only the day before. It was Natsu's.

The warmth from the blaze seeped into her skin, chasing away the awful cold in her limbs and dispelling the fog in her mind. Slowly, she climbed to her feet, weary but pulsing with renewed determination. The fire hadn't just driven out the cold, it had also burned away the awful thoughts coursing through her psyche. Intellectually she knew that she'd merely been given a burst of adrenaline and wasn't actually any better, but for a moment she let herself believe that the warmth of Natsu's fire had healed her.

The column of flame, which had stretched so high, now began to fall. Like a fountain the flames descended onto themselves, looking like it was collapsing in on itself. It reached the ground and for a brief moment it seemed to be gone. The Mantises swarmed in on the spot where it had fallen. Then, with an even louder roar than before the fire blasted out again, this time expanding outwards in a circle like an explosion. The heat from the flames was so intense that Lucy, who had taken a few steps forward, fell back against the wall again, trying to shield herself. But like before, it faded and she was able to look up once more.

Trying not to gag at the stench of roasted insect, Lucy glanced at the door to see if the Mantises there had moved. Unfortunately they had not, and Lucy still didn't have a weapon. But there was no way she was letting herself collapse again. She looked around the blood-soaked room in a frenzy, but there was still nothing but a whole lot of Mantis corpses.

An idea struck her. It wasn't appealing and she wasn't sure she had the strength to pull it off, but a quick glance at the rivulets of blood coursing down her arm and chest told her she had neither the time nor the luxury to be picky.

Quickly, she darted forward back into the fray. A Mantis leaped at her, but she ducked underneath its swing and rolled to the ground, coming up in front of a Mantis corpse. She braced herself against its body with one foot and grabbed a spike in its foreleg with her good arm and pulled. It didn't budge. She pulled harder and began to twist, but it still wasn't coming out. Improvising, she grabbed its other foreleg and used one of the spikes on that to start hacking at the base of the spike she wanted, then pulled again. This time she felt it give way a little. Lucy stood up and put all her weight into heaving with her good arm. With a loud cracking and sucking noise, the spike was pulled free.

Smiling to herself, Lucy flipped the spike in her hand and thrust it into the head of an oncoming Mantis. The creature dropped to the ground and the spike slid out of its head with disconcerting ease. Lucy spun around and charged for the door. The Mantises shrieked and rushed at her. She was able to block the first few attacks and even killed two Mantises with her new weapon, but it was only after the four other Mantises raised their forelegs in unison to strike her down did she belatedly realize that this was a very stupid idea to try with only one working arm. They descended upon her. She desperately swing her spike up to try and block, knowing it wouldn't help, but then something pulled at the back of her jacket and suddenly she was soaring high above the battle, her feet dangling helplessly beneath her.

"What the—" she yelped, twisting around. "Happy?"

"I gotcha, Lucy!" the Exceed cried. They flew over the furious Mantises (who, angry at being cheated out of their kill, flung themselves into the main fray) through the door and out into the hallway. Simon and Arlong were already out there, both nursing serious wounds. Gently, Happy dropped her next to them.

"You looked like you needed help there," he said to her as he landed softly in front of her.

"You could say that," Lucy replied, her voice cracking in relief. "Wait, if you're flying around by yourself, then where's Gray?"

"I dumped him on the maintenance deck back in there," Happy said, jerking a paw towards the shuttle bay. "It's high up and there weren't too many Mantises up there. He's fine. Raining icy bolts of destruction upon them even as we speak."

"It's completely insane in there," Simon said. He had a huge gash in his side and seemed to be staunching the blood with the bottom half of his pants. "We can't win that. Not like this." He shook his head. "We didn't anticipate numbers like that. This…this is suicide."

"I dunno about that," Happy said, "but I can agree that we can't win like this. We gotta regroup, so I'm gonna go get everyone I can and get them out here so we can talk strategy."

"Won't they just chase us out here?" asked Arlong, whose leg had been practically shredded to ribbons.

"Not if I get Gray to lock the doors shut behind us." He spread his wings and took off again, shooting back towards the shuttle bay. "Wait here and take care of yourselves, okay?" he called. "I'll be right back with the others!"

"Lucy." She turned back to look at Simon. He leaned over and ripped several more strips of material off his pants and handed them to her. "You look like you could use these."

"Thanks," she said, surprised. She hadn't realized he remembered her name. Gratefully, she accepted the cloth and tied it around her arm and shoulder. It was awkward work; being able to use only one hand was a serious detriment to her bandaging skills, but she made it work. She looked back at Simon and incredibly, began to giggle.

He raised an eyebrow. "You find me having a hole the size of a fist in my side to be amusing?"

She shook her head but couldn't seem to stop giggling. "No, I'm sorry, it's just—I think it's the blood loss, or the shock, but—" She tried to compose herself but broke out into slightly hysterical laughter again. "—your pants—" She gestured helplessly to them, or at least, what was left of them. He has used so much material to bind their injuries that one leg was about the length of a boxer leg, and the other was short enough to be a woman's short-shorts.

He was appalled. "You're laughing at the state of my pants at a time like this?"

"I'm sorry, but I—I—" Laughing, she shook her head again, harder this time. "I can't seem to stop laughing!" She collapsed into uncontrollable chuckling.

"She's in shock, alright," Arlong remarked dryly. "Gone completely nutty." He glanced at the remains of Simon's pants. "Y'gotta admit though, ya do look pretty damn stupid."

Simon glared at him. "You're not helping."

Happy came soaring back into the hallway, this time with Gray dangling from his paws. The Exceed dumped him rather unceremoniously onto the floor, causing the engineer to curse in pain.

"Dammit Happy, that hurt!"

"Sorry," Happy panted. "I'm getting a little tired here. You guys are heavy." With that flattering remark, he flew back into the shuttle bay.

Gray flipped himself over so that he was sitting on his rear stretched his legs out rather gingerly so that he didn't disturb his feet. His shirt was gone (again) and there was a thin cut on his collarbone and another on his back. Aside from that, he seemed unharmed. "So are we calling it quits on this psycho plan, then?" he asked.

Simon shrugged. "I don't know what we're doing," he said honestly. "I just know that that room is a death trap right now."

"Great," Gray groaned. He dropped his head back, staring at the ceiling. "Why do I always find myself stuck in death traps?"

"Maybe it's because they're attracted to you," Lucy suggested, grinning.

Gray stared at her in confusion. "Huh?"

"Y'know, 'cause you're never wearing a shirt!" At the sight of his nonplussed expression, she started giggling hysterically again, leaning against the wall and clutching her ribs.

Gray goggled at her, then looked at the other two men. "Is she in shock?"

"Oh yeah," said Arlong, nodding. "Big time."

"I'm fine," Lucy cackled, still holding her sides. "I'm totally fine, I—" She took several large, deep breaths. Straightening, she flattened her palms against her sides and wiped the sweat that had gathered off of them. "I'm fine."

"You sure about that?" Gray said, still staring at her. "Because you sure as hell don't look fine."

"I am," she insisted, breathing deeply. "I'm…I'm fine." She gazed at the floor with wide eyes, then blurted out, "Koala's dead."

"What?" they cried.

"Yeah," she muttered. Her eyes didn't leave the floor. "She's gone. Along with half her chest. Just…gone," she said, gesturing half-heartedly.

Simon closed his eyes. Gray shook his head in disbelief and said, "But she was just…"

"It happens like that," Arlong growled. His face was stony. "Blink of an eye. Once second they're there, and the next…they're not."

"Never seen it like that," Lucy mumbled. "With my mom, it was slow. Slow and painful. Took months. Not like this." She finally looked up. "Is this any better then what my mom went through?"

Simon looked at her sadly. "I don't think we'll ever know the answer to that."

Just then Happy came soaring back towards them with Erza in his paws. He dropped her to the ground and fluttered in the air for a moment, gasping. "There—there you go," he wheezed. "Gotta…go get Natsu now. Stupid idiot…won't stop fighting." He flapped his wings harder. "Gray, you better be ready for us when we get back. The second we're through those doors, close 'em."

"Yeah—sure—but what about the others?" Gray said, lurching to his feet with a wince.

Happy shook his head wearily. "No point," he said, and then was gone.

Erza, who had landed on her hands and knees, pushed herself to her feet. She was soaked in so much Mantis blood that it was hard to tell if any of it was hers underneath all that dark muck. Her face, while spattered with blood, was stoic.

"We need a backup plan," she said hoarsely. "I never even imagined that we would end up going up against numbers like that. Frankly, I'm amazed that this many of us made it out of there."

Simon snorted. "I wouldn't have if it weren't for that insane pyromaniac. His flames roasted half of the bugs on the spot, including most of the ones I was fighting."

"Erzie?" A voice echoed faintly down the corridor. The group spun around to see a haggard Millianna staggering towards them.

"Millie!" Erza gasped, and rushed forwards to catch the cat-woman, who was about to collapse. "What on earth are you doing here? You were supposed to be back at the compound waiting for our signal!"

Millianna shook her head tiredly. Her face had a nasty cut across it, and she was favoring one leg. "It's gone, Erzie," she said in despair. "It's all gone."

"What do you…?"

"The compound. Everyone. All gone. Not even a half hour after you left they came pouring in, rounded us all up in the courtyard. We thought it was a personnel inspection, but then Dalton heard them talking about setting up bombs. I…I snuck away to chase after you and warn you. And then, and then…" Her voice trembled. "I felt the bombs go off." Tears filled her eyes, and she burst out into loud wails. "I should have been there! I knew what they were going to do, I could have done something, but I ran away instead!"

Erza stroked her hair soothingly. "There was nothing you could have done. If you'd stayed you'd be dead too."

"I'm a coward," she sobbed. "I should have stayed."

Just then Happy shot through the doors clutching a flailing Natsu. "Now, Gray! Shut the doors!" he yelled.

Gray hit the keys on the control panel at a blinding speed and the doors began to shudder close. Several Mantises raced through before the doors could properly close, but Erza and Arlong pounced and made short work of them. With a jubilant exclamation, Gray hit several keys and stepped back.

"These babies aren't opening unless I tell 'em to," he announced.

Happy dropped Natsu, who hunched over with his hands on his knees, panting hard.

"Whoo," he breathed heavily, "that was crazy. I mean, I was having fun and all, but that was getting a little hectic even for my tastes. Who knew there were so many of the bastards?"

"Natsu!" Lucy ran over to him and flung her arms around him, heedless of her injuries. "Oh, I'm so glad you're okay!" In the background she could hear Gray griping, "Oh sure, she sees me and I get made fun of, but she sees him and it's all hugs and tears! I see how it is."

"Hey Luce," said Natsu, patting her back. "Good to see you're in one piece. Things were pretty hairy in there." She pulled back to see him grinning at her.

"That's one way of putting it," she mumbled, too happy to see him to be annoyed at his nonchalance.

Erza went back over to Millianna. "Are you sure there's nothing left of the compound?" she asked gently. "Anyone at all left?"

Millianna bit her lip and shook her head. "I don't see how there could be."

Erza inhaled deeply and nodded. She turned to face what was left of her strike team. "We need to figure out a way to destroy the R-System," she stated boldly.

Happy raised a paw. "Um, shouldn't we be focusing on getting away?" he asked timidly. "I mean, doesn't survival kinda trump revenge at this point?"

"Not right now. Our top priority at the moment is to destroy that weapon. Can you imagine what would happen if the Mantis succeed in getting it off this asteroid? If they make it operational?" The Exceed shrank under her cold stare. "Devastation. Destruction like the galaxy has never seen. They could wipe out species with that. So when I say preserving our lives is secondary to preserving the lives of countless worlds and civilizations, I mean it."

"Sorry," he whispered, and said no more.

"So, what do we know about this situation?" Erza asked them.

"Aside from the fact that it sucks?" Gray said.

She glared at him. "I meant that we could use to our advantage."

"Well, the Mantises haven't opened the shuttle bay doors yet," Lucy said, "so the only way in and out of the bay is through here."

"But that won't last long," grunted Arlong. "They'll have the bay doors open soon enough, and the R-System out along with 'em."

"There's about fifty of 'em left in there," said Natsu, "and seven of us. Sorry, eight." He squinted at Millianna. "When'd you get here?"

"Which means that we're sorely outnumbered," Simon said, ignoring Natsu's question. "Making our ability to take out the R-System drastically reduced."

"What if there were less?" Gray asked.

Simon frowned. "What do you mean?"

"If we took at the Mantises, would you be able to take that machine out?"

"Yes, but…surely you don't have the strength to eliminate fifty of them in one go?"

Gray snorted. "Hardly. But if we could open the bay doors and disable the force field surrounding it, the Mantises would get sucked right out along with the air. This asteroid is too small to have an atmosphere."

Erza straightened. "Is that feasible?"

"Theoretically…yeah, I guess. But there's one problem." He glanced at the doors. "The control panel for the bay doors is on the other side of the bay, with fifty Mantises in between. We'd have to hack our way through."

"And not get sucked out with 'em," Arlong put in.

"That'll be a problem," Gray said. "See, I saw the panel earlier while we were fighting, and…" He sighed. "There's nothing to hold on to."

Natsu paled. "You mean whoever opens those doors is gonna get sucked into space."

"That's the gist of it, yeah."

"We can't ask someone to do th—"

"I'll do it." Millianna had pulled herself together and met Natsu's incredulous gaze with calm determination.

"Lady, you can't—"

"I can and I will," she declared. "I let my friends down once when I ran away from the compound; now's my chance to make it right. I couldn't save them, but I can save the galaxy."

He ground his teeth in frustration. "How would we even put the force field back up? If she's gone after the field's down, who's gonna get to the panel to bring it back up if there's nothing to hold on to?"

Gray pulled something out of his belt and held it up for them to see. It was his sonic screwdriver. "I can't bring the field down from a distance without seeing what I'm doing, but I can issue a general reversal command that will just undo the last function carried out by the system, which in this case would bring the field back up."

Millianna spread her hands out in supplication. "See?"

"Millie," Erza said softly. "Are you sure?"

She nodded resolutely. "Positive. Someone's gotta do it, after all."

"Then we'll buy you the time," said Simon. "And when you've cleared the bay of the Mantises, whoever's left will destroy the R-System."

"Yeah, and how exactly is that gonna happen?" Gray said skeptically. "Are you just gonna take out the batteries, or…?"

Simon met Gray's suspicious eyes briefly, then dropped his gaze. "Don't worry about that—just know that it will be done."

"It's agreed, then?" Erza said.

They nodded, Gray somewhat hesitatingly. "Then prepare yourselves while I brief Millie on what the room looks like." She took her friend aside and started talking.

"Dragneel." Natsu looked over to see Simon watching him. "Could I have a word? In private?" Natsu shrugged. "Sure, what's up?" The two of them retreated a little farther down the hall, away from Erza and the others. Lucy watched curiously as Simon spoke to Natsu in a hushed voice. Natsu listened intently, but then his eyes widened at something and he started to shake his head in protest. Simon then grabbed one of his arms firmly and spoke urgently. At first Natsu kept shaking his head, but then suddenly he looked over straight at Lucy and she could have sworn that it was pain filling his eyes. He faced Simon again and nodded slowly. Simon bowed his head and grasped Natsu's shoulder once before turning away and heading back towards Lucy and the others. Natsu didn't immediately follow but remained in the same spot, gripping his scarf tightly and staring at the floor. Lucy started to head over to him to ask what was wrong, but before she could take more than a couple steps Erza and Millianna finished talking and were addressing the group once more.

"Does everyone understand what is to be done here?" she asked. "Our main objective is clear a path to the bay doors and buy Millianna enough time to open them and deactivate the fore field. Make sure that you're able to hold onto something once they open, otherwise you'll get sucked out too. Once the Mantises are gone, we destroy the R-System. Everyone got that?"

The group chorused their assent. Erza whirled around to face the doors, her scarlet hair flying. "Then open the doors, Fullbuster. We're doing this now."

Gray nodded and rapidly typed in a command on the control pad. The doors clicked and shuddered open once more, revealing the interior of the bay.

The Mantises had already opened the shuttle bay doors to reveal the pale brown, barren terrain of the asteroid the colony was situated on. It stretched out almost endlessly, with only several large protruding rocks to serve as the decoration on a dead, tasteless landscape. And above that, in place of the normal soft colors of a planet's sky, yawned the dreadful darkness that was open space. However, the force field keeping the air in was still intact. There were still plenty of insectoids crawling all over the place; Lucy adjusted the grip on her Mantis spike with sweating hands and prayed that they made it out of this alive somehow.

"Go!" Erza roared, and they ran forwards.

Lucy had expected the renewed battle to be somewhat different, perhaps—maybe less chaotic, easier with her experience and new sense of purpose, but it wasn't. It was the same thing all over again: hack, slash, and try not to die. There wasn't time to do anything else but react. As she thrust her makeshift spear through a Mantis's head and kicked back another, she kept listening for the horrible hissing from before, but it would seem that the Mantises had forgone their fear tactic in favor for more a brutalized fighting style. Before, the Mantises seemed to have had some instinct for self-preservation and had been making attempts to dodge her attacks, but not now. Now, all they appeared to care about was eliminating the threat before them, and everything else, including their own lives, was secondary.

Not unlike us, Lucy thought as she parried a strike from an oncoming attack and beheaded the creature with a swift stroke. We're also prioritizing the mission over everything else. Funny how similar our goals are, yet so opposite; fighting's kind of odd like that.

"Get out of the way!" Natsu roared from right behind her. Without pausing to think she flung herself to the side just before he blew a large stream of fire into the crowd of Mantises where she'd been fighting. It was big, but Lucy could tell he was running out of energy. Gray too; his blasts of ice were slowing down significantly and were losing their size as well.

Lucy began to fight her way over to the side of the room, where there were several railings installed in front of several platforms no doubt used for transportation. If she could get there, she would have something to hold on to when the bay doors were opened and she wouldn't be sucked out.

A screaming Mantis that was consumed by searing flames ran by her, heedless of her presence. It collided with two other Mantises and set them aflame as well. Lucy knocked them aside and bolted forwards, reaching the railing. Grabbing the side with her free hand, she vaulted herself over it and slashed at the enemies on her heels, but was extremely careful not to let go. She didn't know when the force field would go down and didn't want to be caught off-guard.

As she was fending off the Mantises that were trying to swarm her on the platform, she saw Arlong in the corner of her eye trying to get to the platform next to her. He almost made it too, but as he was jumping he slipped on the blood of one of the Mantises he had killed and lost his balance. In an instant the Mantises were on him, and before he could even cry out a large dark green Mantis bit down and ripped his head off.

Lucy opened her mouth to scream, but was ripped off her feet by a sudden huge rush of air pulling her back towards the doors of the bay. Fortunately her grip on the railing was strong, and so when the Mantises around her were sucked away wailing, she stayed in place.

They were flying everywhere, limbs flailing wildly and sharp teeth gnashing furiously. The Mantises' forelegs were far too clumsy for them to latch on to anything and so they were yanked away by the furious rushing wind that suctioned them out of the bay into space like dirt in a vacuum. On the other side of her, opposite where Arlong had been killed, she could see Happy frantically clutching a small handle on a box of supplies, but his grip was slipping. With a terrified shriek that she could hardly hear over the roar of the wind, Happy lost his hold and went sailing past her. Without thinking about it, Lucy dropped her weapon and snatched wildly at her passing friend, just managing to catch his tail.

For several terrifying, heart-stopping moments they were suspending like that: Lucy desperately holding onto the railing with one hand while hanging onto Happy by the tail with the other, all the while the fierce wind was pulling them high into the air towards the doors and the open space, tugging at their clothes and Lucy's hair and tossing them about like rag dolls. Finally, the wind stopped and they collapsed on the ground, panting and shaking from the exertion.

"Happy," Lucy gasped, lifting her head. "Are you alright?"

"Lucyyy!" The little cat pounced on her, wrapping his arm around her neck and crying loudly. "You saved me! I thought I was a goner!"

"Consider it thanks for earlier," she said and sat up, looking around. There wasn't a single Mantis to be seen. All the bodies that had littered the floor were also gone, even the ones of their comrades. Everything under the weight of several thousand pounds had been consumed by the rushing wind. But she saw Natsu, Gray, and Erza slowly getting up from the floor and felt a strong surge of relief, followed by a sharp pang of grief—Millianna was nowhere to be seen.

"It worked," Erza said in a wondering tone. "I can't believe it—they're all gone. Millie…" She bowed her head. "You did it."

Gray looked up at the R-System. "Now we just gotta take out this thing." He eyed Simon doubtfully. "And how's that gonna happen, again?"

Simon didn't answer, but directed his gaze at Natsu. "Now, Dragneel. It's time."

Natsu hesitated, and then nodded slowly. "If you're sure."

"I'm sure."

"Alright then." Natsu looked at his crew. "C'mon guys, we're leaving. Now."

"What?" Lucy exclaimed.

"Have you lost your mind?" spluttered Gray. "We're not done here!"

"Yeah, we are," Natsu said, and walked over to Erza. She blinked down uncomprehendingly at his hand around her arm, then slowly looked up at Simon.

"Simon?" she said uncertainly. "What's going on?"

The dark-haired slave's eyes were filled with resignation. "It's not enough to just disable this," he said, gesturing to the R-System looming above them. "There's a whole fleet of Mantises hovering right above us. When they don't hear from their people down here, they'll just come down and investigate. And they'll find a way to make this work, you bet your life they will. No, this needs to be destroyed. Completely."

Erza still didn't seem to understand what was happening. "But…but to do that…"

Simon smiled sadly. "Yes. We have blow it up. Or to be more accurate, I have to blow it up."

Horror dawned alongside comprehension on Erza's face. "No. No, Simon, you can't."

He stepped forwards and took her hands in his. "Why not?" he asked. "Someone has to do it. You said it yourself, this can't be allowed to be used. What's just one life in comparison to all the billions and even trillions that will suffer if I don't?"

"No, it doesn't have to be you—I can do it, I can blow it up—"

"It has to be me."

"But why?" she pleaded. "Why does it have to be you? Why not me?"

"Because you need to live—"

"And you don't?!"

"—you need to live and find Jellal."

Her eyes widened. "Jel—?"

His sad smiled widened. "Yes. Find him. Find Jellal and the others, and tell them what happened to us. Tell them they don't need to worry about us anymore, because we're in a better place."

She was shaking her head hard. "No, I can't do that, everyone's gone, I've lost so much, I can't lose you too, I can't—"

"You can," he insisted firmly. "It will hurt, and it might seem like things won't ever get better, but they will. You'll be alright." He looked at Natsu and the others. "These people will help you."

She kept shaking her head with tears filling her eyes. "No, Simon, please…"

"Just promise me this, alright?"

She swallowed. "Anything."

"Don't forget us. Don't dwell on us so that you can never find joy, but please, don't forget about us. Because as long as you remember us, we'll live on through you."

"Simon…" Erza was crying now, tears streaming down her face and tracking clear paths through the paint of blood on her skin.

He leaned forwards and kissed her softly on her forehead. "Be happy, Erza."

Lucy and Gray stepped forward simultaneously.

"Please don't do this—"

"C'mon man, we'll think of something—"

"Maybe we can just take out the important parts—"

"We could build some explosives—"

Simon shook his head. "We don't have enough time. The rest of the Mantises will be here shortly." He turned to Natsu. "Your ship. The destruction of the thalaron will create a class three shock wave that will wipe out everything in the vicinity of this asteroid, including the Mantis fleet. Can you get out of here fast enough to avoid the blast?"

"If we warp out, yeah," Natsu said.

"Good," said Simon, and glanced at Erza. "Keep her safe, alright?"

Natsu's face hardened with determination. "I'll do my best. And my best tends to be pretty damn good."

Simon smiled again. "Thank you." He took a deep breath and straightened his shoulders. "Now, it's time for you to go."

The four members of the Adjudicator gathered around the weeping Erza.

"Thanks for everything, man," said Gray. "You were incredible."

"We won't forget you," said Happy tremulously.

Lucy could only blink hard as the tears streamed down her face. "Thank you," she whispered.

"I'm sorry we couldn't help," Natsu said.

"We were doomed from the start," said Simon. "At least you can save one of us. You're good people, all of you. I think you'll do a lot for our galaxy. So…I'm glad I got the chance to meet you." He raised his hand. "Farewell."

Natsu raised his hand in return. Then he pulled out the tranporter transmitter that he'd stashed in his belt and pressed it. The world began to shimmer around them, and their last glimpse of Simon was of him staring wistfully at them as they disappeared.

They rematerialized in the transporter room aboard the Adjudicator. Immediately, Natsu leaped off the pads and ran for the door.

"We gotta get outta here, move, move, move!"

They ran the length of their long ship back to the bridge, Happy helping Gray along. They raced through the door, and Natsu slid into his seat and began typing furiously. The ship turned around Lucy felt the floor and walls thrum with the vibrations signaling that they were about to enter a warp jump. They looked back at the screen one more time, showing the Tower of Heaven shining brightly on it with the Mantis fleet in orbit.

There was a dazzling flash, and then the asteroid was gone. The shock wave, a thin, shimmering, translucent thing, spread out and destroyed the Mantis ships with a heavy blast. A split second before it hit the Adjudicator, the stars around them elongated and they warped away.

Silence permeated the bridge as they all stared at the empty space in the viewer screen where the Tower of Heaven had been just a moment before. Then Erza sank to her knees and with a ragged noise like that of a wounded animal, began to cry.

They're not out of the woods yet, but they can give her a moment for her grief.

...I hope none of you guys thought this would be a fun, happy adventure story all the way through. Cuz if ya did...welp, this is awkward.

Tell me what you think?

Thanks for reading! See you next time!