Makarov and Natsu are sitting ducks while the rest of the wizards battle each other to exhaustion. Laxus taunts the guild master with blackmail, but there's still a dim light of hope - some of the strongest wizards still remain.

Just when it seems she's out of luck, Lucy's most defiant - and amorous - celestial spirit saves her from death by dollies. Elsewhere in the city, the guild's sweetest member makes a wicked transformation in a struggle to stop Fried.