Last time on "Fairy Tail: Robots and Fairies"...

"Wait a second..." Natsu looked around, "how come we haven't fought anyone else yet?"

"Natsu makes a good point." Erza agreed, turning back to Alpha Trion. "I'm surprised the Dark Entrapment spell hasn't sent anything else to stop us yet."

"I am also concerned." Alpha Trion admitted. His blue optics then narrowed. "But, I warn you, keep your guard up."

The team nodded while Lucy trembled lightly. Natsu saw this and laid a supportive hand on her right shoulder. "Don't worry, Luce." He grinned toothily. "We'll be fine! And we're gonna save our pal, Braedey. You can count on it!"

Lucy stared at Natsu in shock for a brief moment, and then smiled confidently. She nodded in agreement.

With that, the Fairy Tail wizards and subconscious manifestation entered the luminous sphere and advanced to another memory of their shape-shifting friend.

~*~*~

After witnessing Braedey's first encounter with his arch-nemesis, Unicron, Fairy Tail's Team Prime was shocked by how powerful the warlord was; especially when they heard that he had survived his ship's destruction. However, they moved past that and entered the gateway, and on to the next memory.

A bright flash filled their vision, and once it died out, they were now in another setting. The wizards and cat looked around at their surroundings and were quite befuddled. They were now inside what appeared to be a circus tent. It was rather dark as the only lighting was being shined down on the red and white stripped circle-shaped arena in the centre.

"Where are we?" Natsu asked, looking around.

"Looks like a big tent." Happy replied.

"A circus tent?" implied Gray.

"Yes," Alpha Trion clarified. He was now standing in front of the group with his hands behind his back. "But this circus is not exactly what you're used to."

"What do you mean?" Lucy inquired curiously.

The subconscious manifestation turned away to face the circular arena, gesturing a hand to the area. The group followed his gaze to see young Braedey in the centre, lying on his stomach.

"Watch and you'll find out." Alpha Trion replied.

The group watched on and was confused to see a creepy-looking pirate person walk into the light. He looked to be a middle-aged Caucasian male, with a large red bushy beard that reached down to the middle of his chest. He had a black pirate hat with a skull and crossbones on top of his head, with a blue gem just above the crossbones. The head had dark brown hair underneath that reached down to above the beard's starting point. He was wearing a large red coat with a dark blood red interior, black pants, and brown boots. His eyes were acid yellow with black pupils. His appearance aside, what really made him creepy was his wide smile that exposed his rotten yellow teeth, along with the large hydraulic claw with serrated teeth that was in place of his right hand.

"A pirate?" Gray said, unimpressed.

"A creepy pirate," Lucy mentioned, stammering.

Braedey turned and looked up at the pirate with a fearful expression. The group was caught off-guard when they heard wailing moans filling the room.

"What is that?" the ice wizard asked.

"Where's it coming from?" Lucy shrieked, startled by the sudden creepy moaning.

"It sounds very spooky..." Happy stammered.

Erza narrowed her eyes at the pirate, only for them to widen when she saw what appeared to be ghosts moving inside the pirate's blue gem.

"What are those things?" Erza said.

"They look like ghosts!" Happy cried, scared.

"Now... don't tell me you're afraid of old Redbeard the Pirate." The pirate taunted.

"Redbeard?" Natsu scratched his head.

Young Braedey's blue eyes widened when he saw an apparition of Jessie in the gem on Redbeard's hat. Her skin was wrinkled and her body was on fire, but what was even more frightening was that she was laughing the whole time. Braedey crawled back and got on his knees, lowering his head.

"W-what is it that you want?" He requested.

The team's eyes widened from shock by how Braedey was acting. Why wasn't he fighting back with the confident, bravado attitude they were used to?

"What? I don't get it. Why isn't he fighting back?" Natsu demanded.

"Yeah," Gray agreed, cocking a brow in confusion. "I know that guy's creepy and all, but he shouldn't give in that easily."

Erza glanced to Braedey's subconscious. "Alpha Trion...?" she probed.

Unexpectedly, the manifestation looked away and scratched the back of his head. "Well... believe it or not... Braedey used to be afraid of pirates."

The group was silent for a moment before they shouted, "WHAT?!"

"Braedey used to be afraid of pirates?" Happy asked in disbelief.

Alpha Trion begrudgingly nodded.

Natsu began to laugh hard, grabbing his sides. "HAHAHAHA! Oh wow! You telling me ole Braedey used to be scared of guys with big hats, hooks for hands, and sail pirate ships! HAHAHA!"

Erza growled and clenched her eyes and fists shut. Suddenly, an armoured fist struck the Dragon Slayer, sending him sprawling to the ground; much to the others' surprise.

"Be silent!" She commanded, a vein throbbing on her temple. "We all have our own fears!"

At that moment, Erza recalled a certain, perfume-using wizard from Blue Pegasus and shuddered.

"Besides, you got no room to talk, Natsu." Gray retorted. "You get squeamish every time you set foot on something that moves."

"Where are your clothes!?" Lucy exclaimed.

True enough, the ice wizard had stripped down to his boxers without realizing it... again.

"Crap!" Gray quickly scrambled for his clothes.

"Still... why would Braedey be afraid of pirates?" Happy wondered.

"Take one good long look at him and you'll see why." Alpha Trion replied, pointing at Redbeard.

After hearing Braedey's question, Redbeard's creepy smile widened as he snapped his claw. As a result, a light shined down on the other end of the tent. It was a large, unusual machine with five big, blue gems that were similar to the ones on Redbeard's hat. Inside those circular orbs, the images of ghosts could be seen. On top were a set of intricately shaped pipes that were pumping out steady streams of smoke.

Suddenly, two long, metal tubes stretched out from the machine and connected to Redbeard's back. Redbeard then arose into the air and looked down at Bradddh with a big, horrifying smile.

"Okay! I can see why he's afraid of him now!" Lucy trembled, covering her eyes from Redbeard.

Redbeard moved a couple meters in front of Braedey, floating a few feet off the ground. "Only what every funny pirate with his big hat and swashbuckling crew wants... to make people laugh!" His expression then became maniacal as he spoke in a low, disturbing voice, whilst snapping his claw, sending sparks flying. "Then drain all their positive energy... like a sponge in a pool party!" His face returned to normal as he shrugged innocently. "Is that so wrong?"

The group stared at the clown with unsettled looks.

"Okay... if all pirates in Braedey's world are like that... I can see why he was scared of them." Gray admitted.

Still looking down, Braedey demanded, "Is that the giant machine you used to suck the happiness out of your audience, and leave them to die?"

"I call it the Cy-Catch!" He responded, glancing back at the machine. "Clever, eh? Gotta hand it to Lockdown, he knows how to get some cool toys. Soon, I'll be taking my act to the big cities. Millions of people laughing for me... feeding me... making me stronger!"

"What a sick man..." Erza muttered, narrowing her eyes at the disturbing pirate.

"Aye," Happy agreed.

Gray's eyes widened at what Redbeard had just said. "Wait. That pirate guy got that humungous machine from Lockdown?"

"Lockdown?" Lucy asked. "The Decepticon bounty hunter Braedey beat with GearRunner?"

"The very same one." Alpha Trion replied. "Both Redbeard and Lockdown worked in the black market dealings on Cybertron and in the galactic black markets, before Braedey ever met them or had the Transformatrix."

Braedey looked back up at Redbeard. "I... I want my cousin back, Redbeard!"

"Oh! Your cousin?" Redbeard leaned down, and then stood back up. "Didn't you hear?" He pointed several metres behind him to reveal Jessie lying on the ground unconscious, her skin wrinkled up; much to Braedey and Team Prime's shock. "She ran away with the circus!" Redbeard joked.

After getting over his initial shock, Braedey looked back at Redbeard and stood up, narrowing his eyes in anger. "Okay, that's it." Braedey activated the Transformatrix. "I am gonna make you regret ever meeting me and taking my cousin!"

After slamming the dial down, his body was engulfed in blue light. When the flash died away, it revealed a ghostlike-robot form with black cracks over its body. This was the form known as Cloaker.

Redbeard looked up at Cloaker blankly for a brief moment before he smiled and shook his hands, indifferent. "Nice try, kid," He puffed out his chest and folded his arms. "But I sell the tricks. I don't buy 'em."

The wizards and cat groaned from Redbeard's quip.

"I just figured out... that there is something I'm even more afraid of than you..." Cloaker stated in his raspy voice. He reared back his right fist and delivered a right hook into Redbeard's face, making him stumble back and spin around a couple times. Cloaker then vanished from sight. "...losing my family to some goofball, emotional black-market, pirate vampire..." The tubes connected to Redbeard lifted him up in the air as he looked around with an angry mien. "...in other words..." Cloaker appeared behind Redbeard. The pirate turned around just in time to see Cloaker's fist collide with his nose, leaving a fist impression on it. "...you are going down with your ship."

"Ha!" Natsu grinned. "Nailed him!"

Redbeard clenched his teeth and snarled, enraged. He remained silent as he looked around the tent, searching for any sign of his opposition. Suddenly, a wooden plank flew out of nowhere and smacked him in the head, sending the clown crashing into his Cy-Catch machine. It surged with blue electricity, causing the the blue orbs on the machine to explode.

Team Prime felt a shiver go up their spines as the wailing forms of the various ghosts flew out of the machine. One of them flew into Jessie's body, which caused her to return to normal.

Still attached to the tubes, Redbeard hovered out of the wreckage of his device, glaring up at Cloaker. "I'm warning you to back off." He threatened.

"You want to see something... really scary..." Cloaker grabbed onto both sides of his chestplates, then as he opened the chest opened, a loud screeching noise could be heard, as dark waves of energy could be seen inside, along with a volley of horrendous gray tentacles.

Lucy and Happy both screamed while Natsu, Gray, and Erza's eyes widened in shock. They certainly felt a little pity for Redbeard at that moment.

Redbeard's eyes widened in terror as he jumped back, crashing into his wrecked machine once more. The tubes disconnected, causing him to fall to the floor. He quickly crawled back toward the destroyed contraption and rolled up into a ball, trembling in trepidation.

"Oh... don't tell me that you are afraid of an ole Decepticon ghost now, are you?" The ghostlike Transformer rasped, leaning closer toward the frightened pirate.

Redbeard looked away as he shielded his face with his hands. "Please... no more!" He begged.

Cloaker held out his hands, unsheathing his talon-like fingers. "Ha-ha... Boo!"

In response, Redbeard's beard caught fire, along with the rest of his body, and exploded in a cloud of smoke.

The group's jaws dropped as they watched the scene, dumbfounded.

"W-what the hell just happened?" Natsu stuttered.

"Yah know," Alpha Trion rubbed his chin, "I'm not quite sure what happened then."

"Whoa," Cloaker looked down at his hands, equally dumbfounded. "That kind of even freaked me out."

In a flash of red, Cloaker transformed back to Braedey. He immediately turned his attention to Jessie, who was still unconscious, and ran over to her. After checking her pulse, he then picked her up in a fireman's hold, and headed out of the tent immediately.

All of a sudden, the setting began to contort and fade away as the memory came to an end.

"I don't get what the point of that memory was." Natsu admitted, scratching his head in confusion.

Erza turned to the Dragon Slayer. "It was when Braedey conquered his fear of pirates." She explained.

"Yes," Alpha Trion approved. "It was a moment when he realized that losing his family is his worst possible fear."

"Hmm..." Gray nodded in understanding. "Makes sense..."

"Was this Redbeard the one you mentioned 'that could be considered worse than Unicron'?" Erza questioned skeptically.

"Yeah right," Natsu snorted. "That guy might've been creepy, but there's no way he's as strong as that demon God dude."

"For once, you actually say something that makes sense." Gray conceded.

"After that incident, Redbeard became nothing more than a distant memory to Braedey." The subconscious explained. "You'll see for yourselves who became one of Braedey's greatest enemies in the next memory."

Alpha Trion held out his hand and summoned another glowing blue bubble. Team Prime walked through it and moved onto the next memory; however, they were becoming more anxious and confused as to why the Entrapment spell had not made another move yet.

~*~*~

Team Prime's sight was blinded by a bright flash momentarily. When it faded, the team looked around to see they were in an area of trees, sidewalks and benches, and open grassy spaces. Beyond the tree-line, tall, metal and glass buildings could be seen. The size of the buildings known as skyscrapers certainly impressed the group.

"What is this place?" Natsu asked.

"Judging by this setup, I would say this is a park of some kind." Erza suggested, turning her head and surveying the area.

"You would be correct." Alpha Trion replied, who was sitting on Erza's left shoulder plate once more, and in small size. This didn't bother the scarlet-haired knight one bit.

"Oh... you mean like South Gate Park in Magnolia." Happy implied.

"Oh, I get it now." Natsu realized.

"Help!" a child's voice cried out. "I can't get down!"

The wizards and cat turned around to see a small, brown-haired boy wearing a blue hoodie hanging onto a branch in a tree. Below the tree were none other than the ten-year-olds Braedey and Jessie.

"Don't worry! We'll come up and get you." Jessie assured.

Braedey cocked a brow at his cousin. "Are you sure about heading up there...?"

Jessie turned to Braedey with an annoyed look. "Hey... I'm not scared of heights." She retorted.

The young hero ignored her and walked toward the tree, activating the Transformatrix. In a flash of green, Braedey transformed into the orange-armoured, dog-like alien known as MetalMutt. The only difference the wizards who had seen this form in the Tower of Heaven noticed, other than the smaller size, was that the Transformatrix dial was positioned on a black and white collar built around the neck.

MetalMutt unsheathed his claws and proceeded to climb up the tree.

"Oh... good thinking..." Jessie remarked sardonically, turning around with an irritated expression. "Turn into the vicious, drooling alien attack dog to save the scared kid out of the tree. Why not use something like a firetruck instead?"

MetalMutt growled in response from Jessie's snide comment, and then continued climbing the tree.

"Is that Braedey's dog-form?" Natsu wondered, pointing at the orange Predacon.

"It's called MetalMutt, flame-butt. Can't you even remember the names of his aliens?" Gray scolded, which caused the Dragon Slayer to turn to Gray with an angry glare.

"Look who's talking mister 'I Can't Keep My Clothes on for Ten Minutes'!" Natsu countered.

"Watch it, dragon-breath or..." Gray started to shout back until Lucy tapped him on the shoulder. He looked over as she silently pointed down. The onyx-haired wizard's eyes followed the direction and found his clothes strewn into a pile, and immediately realized he was in his boxers again.

"How long was that?" Gray inquired calmly, not bothering to freak out.

"Nine point six minutes." Lucy responded. "So far, that's gotta be a new record."

Meanwhile, Erza and Happy's attention was focused on MetalMutt crawling across the branch to the child, who was cowering and covering his face in fear.

"There's no reason to fear." MetalMutt assured to the kid in Braedey's young voice. "I'm here to help you get down."

"Wait..." Happy blinked owlishly.

He and Erza turn to stare at each other.

"Did MetalMutt just talk!?" Erza and Happy yelled simultaneously.

"Huh?" the others uttered, confused.

Lucy, Natsu and Gray stopped picking up the latter's clothes to look at the redheaded wizard and the blue cat, and then up at the tree. MetalMutt had indeed spoken, but it got even freakier.

"I don't want to 'get down'..." A familiar freaky, raspy voice hissed. The child turned his head to reveal black cracks in the skin around the eyes, and the sound of loud hissing in the process.

"WHAT THE FISH!?" Happy screamed as he hid behind Lucy, frightened.

MetalMutt let out a yell of alarm as the child seemed to melt into the tree branch, which morphed into a grey claw-like hand; much to the others' shock.

"Whoa... is this a nightmare?" Natsu wondered, alarmed by this development.

The whole tree then mutated into a freaky, ghostlike Decepticon, all grey and possessing the same cracks that had been on the kid, was now glaring down at a horrified MetalMutt. It was then the group realized that the creature strongly resembled Braedey's form, Cloaker.

"How did you know?" Lucy asked in fearful sarcasm.

"I had a similar dream like this once, only it's Gray turning me into a block of ice, and then him chowing down on me." Natsu whimpered as the whole area around them turned into a bottomless void.

"Yuck!" Gray groaned in disgust. "Like I'd ever put YOU in my mouth!"

"Whoa. There's an innuendo." Lucy chuckled, but that only briefly took her mind off the fear.

"LEAVE ME ALONE!" MetalMutt cried out in fear, only to be thrown into the giant hand he tried to avoid.

"You cannot get away from me..." the giant Coaler hissed, "...always the Hero... what a waste of potential!" He sighed in a slightly regretful tone, before his voice became sharp and his optics seared toward MetalMutt with an impatient, angry stare. "You want to be helpful? GET. ME. OUT!"

"AHHHHHHHHH!" MetalMutt screamed.

All of a sudden, there was a flash of light, and the gang found themselves in another bluish-black void.

"Mind telling us what THAT was all about!?" Erza gasped, once she and the others had calmed down.

"THAT was a nightmare." Alpha Trion explained. "And we are transitioning to a memory of the next day. Braedey woke up, which is why we were transported to this void."

"I thought we were just seeing his memories, not his past dreams." Natsu complained.

The subconscious form turned to the Dragon Slayer with a stern look. "That 'dream' happens to hold more significance than you can possibly wrap your spiky pink haired head around!" He snapped.

"Hey! Don't dis the pink hair!" Natsu growled, sparks shooting from his clenched teeth.

Erza sighed before turning her gaze to Braedey's subconscious. "So, is it normal for Braedey to have nightmares about his aliens?"

"In this circumstance? No..." Alpha Trion's voice lowered into a frightened tone. "In all honesty, it was the precursor to a terrifying event; one that would haunt Braedey for years to come and provide him with an enemy even MORE fearful than Unicron."

"Oh, c'mon!" Lucy yelled, alarmed. "You can't just say things like that and expect us to remain calm!"

"Then by all means, panic." Alpha Trion suggested. "What you're about to see is gonna make you even more nervous."

In another bright flash, the void around Team Prime disappeared as they transitioned to another scene. They were now in what appeared to be a gymnasium, judging by the wooden floors, bleachers, and laid out floor mats. However, what quickly caught their attention were three, weird-looking individuals wearing matching outfits.

One was a lean man with wrinkly, pale skin and possessing a bit of a hunched back. He had two bits of straight black hair poking out from the front of his head. Though his eyes were red, his right eye had a large pupil while the left eye had a smaller pupil. He wore an outfit that was black with bright yellow stripes on his arms.

The second character was a curvaceous female with pale skin and wore a black, body-fitting outfit with yellow stripes on her arms. The outfit seemed a little tight on her form, further enhancing her curves, and looked like it was slightly tight for her chest. Her hair was quite bizarre. It was dark blood red and tied into five tendrils with black balls at the end.

The third figure was the biggest of the trio. He had a hulking body structure and wore a similar outfit as his two comrades. What really separated him from the other two, and disgusted the group, was the giant toenail on his bald forehead.

"Who are those guys?" Gray asked.

"What's with the giant toenail on that big guy's head?" Happy added.

"Or that chick's wild hair?" Lucy pointed at the orange-haired female.

"Or that guy's eyes?" Natsu uttered, looking at the lean man's pupils.

"These three misfits are known as the Circus Freakshows." Alpha Trion answered. He took his usual position on Erza's shoulder, and in small size. He then pointed at the lean, hunchback man. "That is Acid Breath." He turned to the orange-haired woman. "That is Whipwig." He then pointed to the final member of the trio. "And that big, but incredibly stupid guy there is Thumbskull."

"Weird names..." Gray noted.

"Circus Freakshows, huh?" Natsu repeated.

"I can certainly see why they got that name." Happy commented.

Currently, the Circus Freakshows were laughing hard at a security guard they had tied up to a couple banners attached to the gym's ceiling. Suddenly, a set of doors open to reveal Braedey walking in. The Freak's laughing immediately ceased as soon as they spotted the young hero.

"What? You freakshows again?!" Braedey shouted incredulously.

"It's that kid who took down Redbeard." Thumbskull said.

Erza glanced at the subconscious manifestation on her shoulder. "How do they know of Redbeard?"

"They used to work for him as his circus crew, but that was before Braedey defeated him." Alpha Trion replied simply.

Whipwig stepped forward and glared at the pre-teen boy. "That was a sweet gig working for that pirate, and you completely ruined it! Now, it's payback time, kid." She stated angrily. "Get ready for the spanking of a lifetime!"

"A little Hotrod action should light a fire under you freaks." Braedey remarked as he activated the Transformatrix and slammed down the dial. In a usual flash of blue, Braedey transformed; however, instead of Hotrod, he changed into his scariest form yet.

"Cloaker...?" Braedey looked at himself in what appeared to be shock, given his widened optics. "I didn't pick you!"

"Nice trick, kid." Acid Breath remarked.

Thumbskull ambled over to the bleachers and, shockingly, ripped out a few sections of seats with little effort. He lifted the wooden and metal load over his head and tossed it at Cloaker, which crashed down on him as a dust cloud filled the gym. Acid Breath cocked his head back and spat out a stream of powerful green acid. The debris sizzled and steadily dissolved upon contact from the highly acidic spit.

"Ewwww! Gross!" Lucy grimaced, repulsed.

"So that's why he's called Acid Breath." Natsu said in understanding.

"But we ain't scared of no ghosts." Acid Breath quipped, earning a round of full hearty laugher from his comrades.

Suddenly, Cloaker phased out from the acid-covered debris unscathed; however, for some unknown reason, the team could feel a much creepier, bone-chilling aura emanating from Cloaker.

"You should be!" Cloaker hissed angrily.

Cloaker charged at the nearest Circus Freakshow, which happened to be Acid Breath. The other two Freakshows dived out of the way as Acid Breath spat another blast of acid. This time, Cloaker went intangible and phased through the floor before the attack could hit him. He came back up underneath the floor mat beneath Acid Breath's feet and lifted them both into the air, and casually tossed them into the wall. The acid-spitting man slammed into the wall first, and then the mat slammed into him. He collapsed on the mat on the floor, unconscious.

Thumbskull charged Cloaker from behind, but the Ectonurite Cybertronian saw it coming. He became invisible/intangible and phased through the hulking Freakshow. Thumbskull turned his head around to find his opponent, but to no avail. Suddenly, Cloaker appeared behind Thumbskull and stuck his hands, which were still intangible, into his skull. As a result, the toenail-headed giant let out a loud, pain-filled yell and collapsed to his knees.

Whipwig reared her head back and whipped her hair tendrils at Cloaker, which entangled around his left wrist. Gray let out a yelp of alarm when Cloaker phased through the floor with Whipwig's hair still wrapped on his arm and slammed her head into it. When she tried to get up, his hand reached out of the floor to grab her face and repeatedly slammed her it into the floor.

"What the hell is he doing?!" Gray shouted.

Lucy covered her mouth in shock while Erza was clenching her hands at her sides in dismay at seeing Braedey act so ruthless.

"The guy's gone nuts!" Natsu exclaimed, shocked. "He's never acted like that before!"

"Something's wrong!" the gang turned to see Grandpa Jackson and Jessie standing at the gym doorway. "I've never seen Braedey so vicious!" Jackson continued, staring wide-eyed at his grandson.

Jessie rushed forward with shock and outrage plastered on her features. "YOU'RE TRASHING THE WHOLE GYM!" she screamed. "Are you TRYING to ruin my chances of getting accepted here?!"

The team stared at Jessie for a moment and blinked, dumbfounded.

"Is she serious?" Gray questioned, cocking his brow.

"Is that all she cares about?!" Lucy yelled in disbelief. "Getting accepted into a school?!"

"This school is called Bancroft Academy." Alpha Trion explained. "Back then, Jessie was very obsessed in getting accepted here because of its nationwide prestige." The subconscious form closed his eyes, and then scoffed. "But if you ask me, it's a school of arrogant snobs and posers."

When Jessie didn't get a response, she started to become even more incredulous. "Braedey, answer me!"

The air seemed to go cold as Cloaker slowly turned around, seemingly gazing deeply into Jessie's soul with his oddly evil optics.

"Braedey's not here!" the cold and raspy voice hissed out, causing Jessie's angry expression to drop instantly.

The group's mouths dropped as their eyes widened in shock form the uncharacteristic tone in Braedey's voice.

Suddenly, Cloaker appeared in front of Jessie. "BOO!" The orange-haired girl yelped in fear as she fell on her butt, earning a round of raspy laughter from the ghostlike alien.

Without warning, a brown leather punching bag flew out of nowhere and smacked straight into Cloaker, sending him into a wall. As Thumbskull and Whipwig rushed for the gym's other doorway, the former picked up an unconscious Acid Breath and slung him over his broad shoulder.

Cloaker phased out from the punching bag, unharmed from the blow. "Guess they didn't learn their lesson." He rasped as he shifted into vehicle mode, and phased after the trio.

Without a moment's hesitation, Team Prime followed after the ghostlike alien. After a moment, they finally discovered Braedey in a small corridor alcove. They were relieved to see that Brawdey had timed out and was now human again.

"Geez... am I glad Braedey isn't stuck as that ghost form." Happy chirped in relief.

"Man, am I glad to be rid of that freak." young Braedey seemed to echo Happy's thoughts.

"That was quite disturbing." Erza stated. "Why was Braedey acting like that?"

"Awww! And I thought we were close..." a familiar, cold, raspy voice said.

Braedey and the Fairy Tail group jumped in fear and alarm. Unbelievably, Cloaker was standing over the young Braedey Martin. The wizards' and cat couldn't believe their eyes. How could this be?

"HOLY SPIT!" Lucy screamed in horror.

"No way..." Gray whispered; his eyes bulged in alarm.

"Wha..." Erza gasped. Unexpectedly, she reached out and clutched onto Happy and crushed him into her chest-plate in order to comfort herself. It was bizarre to be afraid of one of Braedey's aliens; however, they'd never radiated this aura of fear, evil, and hatred.

"What's happening?!" Natsu shouted at Braedey's subconscious. "How is that ghost guy out?! I thought Braedey WAS him!"

"So nice to finally meet you... face-to-face!" Cloaker hissed.

Braedey didn't respond immediately as he was frozen in fear and shock, and honestly, the gang couldn't blame him. They were experiencing the same emotions as well.

But the young hero finally managed to regain his ability to speak. "This can't be happening! You can't be you! I am you!" Braedey shouted, desperately trying to rationalize the situation in his ten-year-old head.

"I was NEVER 'you'!" Cloaker rasped angrily. "An Ectonurite Cybertronian's consciousness exists, even in a few strands of DNA! When the sample was taken for the Transformatrix, I was trapped inside!"

Braedey was speechless upon this revelation... as were the others.

"That... THING was alive inside of Braedey's watch?!" Natsu shouted. He then shuddered. "Man... this is way too freaky..."

"And he doesn't sound happy about being in there..." Erza muttered worriedly.

"Indeed. He was not." Alpha Trion quipped, standing firmly on Erza's shoulder, but looking no less worried; however, a bit of it was channeled to poor Happy still being crushed against Erza's chest-plate. "I suggest you all brace yourselves."

"Why?" Gray asked.

"But now," Cloaker continued, catching the gang's attention, "I can reveal my true self!"

All of a sudden, long, uneven black talons sprouted out from Cloaker's hands. His white-and -black cracked armour began to rip away, showing greyish-purple armour underneath. A volley of squiggling grey tentacles burst from his stomach area. He reached up and ripped off the white armour on his face, revealing an upside-down deformed Cybertronian helm that had a black crack on the left side with a single purple optics that burned with malicious intent. Its lips were black as night while its teeth were jagged and uneven.

Lucy and Happy screamed in horror whilst freaked out expressions took hold on Natsu and Gray's faces as they sweated bullets. Erza, meanwhile, stared at the former Transformatrix alien with bulging eyes and an apprehensive look.

"WHAT IS THAT THING?!" Lucy squealed, horrified.

"That... is Cloaker's true form." Alpha Trion replied calmly. "I did warn you to brace yourselves."

"Its head is upside down!" Natsu exclaimed, shocked.

"Wait to go for stating the obvious, flame-pants." Gray remarked.

The Dragon Slayer glanced at the ice wizard with a harsh glare. "At least I'm wearing pants, popsicle." He retorted.

Gray was about to counter until he realized he had once again stripped down to his boxers. The onyx-haired teen simply sighed and proceeded to put his clothes back on.

"Yikes. And I thought an Insecticon was ugly..." Braedey mused.

"Pft." Natsu snorted, crossing his arms over his chest. "Ain't that the truth..."

"A-Aye, sir." Happy stammered, still shaken up from seeing Cloaker's true form.

"What is it that you want?" young Braedey demanded.

"I need the power of the Transformatrix to make myself whole again." Cloaker answered. The already scary aura surrounding Cloaker intensified as he stepped closer towards Braedey. "To do that, I have to take over your body."

Team Prime's eyes widened upon hearing the ghostlike monster's statement.

"What?!" They shouted simultaneously.

"Take over his body?" Lucy gasped.

"Man, this is getting creepier by the minute." Gray commented.

'Take over his body? Like how that beast took over Elfman's body two years ago?' Erza wondered.

The gang's attention was brought back to Cloaker as he continued, "Now... let's see how you like being trapped inside someone else!"

Braedey stepped out from underneath the alcove, shielded his face with his arms, and closed his eyes. As the released Transformatrix alien reached out for Braedey, his greyish-purple hand sizzled and burned as soon as it came in contact with the sunlight.

Cloaker let out a painful shriek as he moved backwards, phasing through the wall and out of sight. Braedey uncovered his eyes to see Ghostfreak nowhere in sight. Still panicked, Braedey turned around and bumped into his Grandpa Jackson and cried out in alarm.

"Braedey... take it easy." Jackson placated, resting his hands on his grandson's shoulders. "You look like you've just seen a ghost."

Braedey looked back at his grandpa with a nervous expression.

"Whoa... what happened there?" Gray pondered, mentioning the incident with Cloaker.

"That's weird." Natsu noted, scratching his head. "As soon as that thing reached out for Braedey, his hand started burning."

Erza narrowed her eyes. She had observed what had transpired and came to a conclusion. The scarlet-haired knight glanced at the small Alpha Trion on her left shoulder. "It was the light, wasn't it?"

The subconscious form nodded. "Yes. Clever girl."

"Light?" Natsu repeated. "Wait a second... I don't remember Braedey having that problem when he changed into Cloaker!"

"Aye, me too." Happy chimed.

"When the original Cloaker escaped from the Transformatrix, his body was incomplete. He no longer possessed his resistance to sunlight." Azmuth explained. "That is why he needed to remerge with Braedey... so he'd be whole again."

"I see." Erza nodded.

"Well... does he merge with Braedey again?" Natsu asked.

"Let's find out. Shall we?" As soon as Alpha Trion said that, the scene began to contort and reshape itself.

When the scene finished reconfiguring, it was nighttime and the Team Prime was now standing in the middle of Bancroft Academy's schoolyard. The group soon spotted Grandpa Jackson, Braedey, and Jessie walking along a sidewalk. The former was carrying an odd handheld device that was blinking and beeping.

"We've been at this for hours." Jessie complained. "If Cloaker trashes the campus, I'll never get admitted!"

Jackson and Braedey stopped and looked back at her incredulously. In response, Jessie smiled and rubbed the back of her neck in a sheepish manner. "Not like that isn't important as saving all these innocent people..."

"Geez... she's really hung up on going to this school, isn't she?" Gray said.

"Aye," Happy agreed.

"I don't get why though. It's just a school." Natsu proclaimed offhandedly.

Gray scoffed as he crossed his arms over his chest. "A little schooling wouldn't be bad for you, flame-dunce."

Natsu turned to the ice wizard and glared sharply. "Watch it, stripper! Besides, I got enough school with Erza as my teacher." He shuddered at the memory from years ago. "I still have nightmares..." he muttered to himself.

However, Erza's hearing was sharp enough to overhear what Natsu said. "Was there a problem with my teaching, Natsu?" She questioned calmly; although, a dark aura was wafting off her body.

Natsu took a few cautious steps back and began to sweat nervously. "NO! No! Not at all!" He waved his hands in a placating gesture. "You're the best teacher a student could ask for!"

"Hmph..." Erza smirked and closed her eyes in satisfaction. "Why thank you, Natsu. I always thought my teaching skills were superb."

Lucy leaned over to Happy and whispered, "I heard about Erza teaching Natsu how to read and write when they were young. Is she really a good teacher?"

"If you call threatening to deprive Natsu of food or sleep unless he answered his vocabulary correctly 'good teaching', then yeah. Erza's the best teacher in the world." Happy deadpanned.

The team diverted their attention back to the memory transpiring before them. Grandpa Jackson walked forward and stopped in front of a stone archway before looking back at his grandchildren.

"I'm picking up on some trace spectral activity from around that corner." Jackson informed.

"Huh...?" Natsu uttered, a question mark appearing over his head.

"It means that he's picked up on Cloaker's location." Alpha Trion clarified.

"Well why didn't he just say so?" Natsu argued.

The subconscious manifestation simply sighed, exasperated.

"Okay, let me get my game face on." Braedey grinned.

He pressed a button on the side of his Transformatrix, causing the dial to pop up. He scrolled until he found the form he wanted and slammed down the core. In a flash of blue, Braedey was now a hulking, four-armed creature with red armour, and has parts of what could be a forklift-like vehicle around his form.

"Hey... I meant to do that!" Piledriver commented; referring to how he got the alien he dialed up. He walked forward with confidence in his strides. "Maybe I'm finally getting the hang of this thing."

Before anyone could comment, the sounds of screaming filled the area. Everyone turned to see a group of students running down a flight of stone stairs from a building with a clock tower. Team Prime followed right behind Piledriver, Jackson, and Jessie as they ran toward the commotion.

Casually walking out from the building was Thumbskull and Whipwig with one of her hair tendrils wrapped around a panicked, black-haired schoolgirl.

"I haven't got time for you freaks. So the party's over!" Braedey stated.

"You got it all wrong, muscle head." Whipwig retorted, folding her arms over her rather ample chest. "It's just about to really get rolling!"

Acid Breath stepped into view; however, there was something different about him. He was giving off a spine-chilling aura. In addition, the cracked skin around his eyes was black while his iris was purple.

"Uh... does the acid spit guy look different to you guys...?" Natsu asked.

"Acid Breath," Happy corrected.

"Whatever..." Natsu retorted.

"Now that you mention it, his eyes look really creepy." Lucy noted.

"Creepier than before," Gray mentioned.

"And... it's a surprise party." Acid Breath added in a familiar, raspy voice. All of a sudden, much to the gang's shock, Closker phased out of Acid Breath's body.

"W-what the hell?!" Gray stammered, alarmed.

"How did he do that...?" Happy's eyes bulged out.

"Oh yes... I forgot to mention that Cloaker is capable of possessing people's bodies and minds." Alpha Trion explained.

"WHAT?!" the team cried, turning to the little alien in shock.

"Hello Braedey... have you been working out?" Cloaker taunted.

"Cloaker..." Piledriver said.

"Ugh..." Jessie looked away in disgust. "Major horror show..."

"Tell me about it..." Lucy muttered.

"You ain't seen nothin' yet!" the ghostlike alien remarked.

Without warning, Cloaker became intangible, flew towards Piledriver, and proceeded to take over his body; instead, his form changed into a grey paste that stuck to Piledriver body. The four- armed Autobot grunted as he grabbed the paste and pulled hard. After a short moment, he finally ripped off the substance and tossed it away, which instantly reformed into Cloaker.

"What happened then?" Gray wondered.

"Ah... it seems I cannot merge with your alien forms." Cloaker realized.

"Guess that explains it," Lucy concluded.

"No matter," the Ectonurite Cybertronian continued, "time is on my side. You will be human again soon enough."

"But we have a surprise of our own!" Jackson quipped as he pulled out a high-tech gun with a big light-bulb at the end.

When he pulled the trigger, the gun fired a brilliant blue beam at Cloaker. The Ectonurite Cybertronian managed to dodge a direct hit, but the light still grazed his hand and caused it to sizzle and smoke.

"AHH!" Cloaker shouted in pain. "Daylight at night!?"

"Whoa!" Natsu remarked, surprised. "What was that?"

"Sun-Gun." Jackson stated, taking aim at Cloaker once more. "Projects a beam as bright as sunlight."

"Clever..." Cloaker flew to his left to avoid another light-beam. "But not clever enough!"

Cloaker swiftly escaped into Thumbskull's body before the light could touch him. Team Prime was taken aback when black cracks started to spread around his eyes and he started to grind his teeth in agony.

"I... hate... this...!" Thumbskull strained.

"Man... this is really freaky." Natsu commented.

"Aye," Happy stammered.

Thumbskull ceased his struggling and looked down at Braedey, Jessie, and Jackson with purple eyes and a sinister smile.

"As long as I am in a host's body, your weapon has no effect!" Cloaker/Thumbskull rasped.

The possessed Freakshow charged forward and sent a right hook into Piledriver's chin, making him stumble back a few meters. Cloaker/Thumbskull charged at him again, but Braedey was quick to sidestep out of his path, causing him to crash into a stone statue. A cloud of dust was thrown up and clouded the freakshow's vision. As it finally settled, he was taken by surprise when Piledriver snuck up behind him. He wrapped his large arms around the freak's torso and fell backwards, smacking him hard into the ground.

Whipwig slapped her forehead in frustration while Acid Breath quickly ran in to assist his comrade. Meanwhile, Piledriver picked up Cloaker/Thumbskull and ran straight through a tree and two statues before tossing him away.

"That was cool!" Natsu grinned excitedly.

"Aye, sir!" Happy chimed.

Acid Breath reared his head back and exhaled a stream of deadly acid at Piledriver. The Tetramand ran to his left and dived behind a flowerbed for cover. The flowers and the stone bricks sizzled and melted instantly.

"Ugh..." Lucy grimaced. "I don't think I'll ever get used to seeing that."

"You and I both..." Gray agreed.

Piledriver looked over the pile of melting stone to see Acid Breath leap up on top of Cloaker/Thumbskull's shoulders. Braedey could see they were planning to use their abilities in sync to try and overwhelm him. He immediately took action and sprinted forward. Before the duo could make a move, Piledriver clotheslined Acid Breath; which caused him to fall to the ground unconscious. Cloaker/Thumbskull retaliated by jumping at him, but the four-arm Autobot saw this coming and threw the hulking freakshow over his shoulders, sending him crashing into the stairs.

Cloaker exited from Thumbskull's body and swiftly entered Whipwig's. Black cracks appeared around her eyes while her pupils turned purple. Cloaker/Whipwig glared down at Piledriver, and proceeded down the stairs, tossing the frightened girl entangled in her hair tendrils away in the process.

The student screamed in terror; however, before she could smash into the concrete sidewalk, Jessie jumped in the way and broke her fall. Though the school girl was shaken up, she was physically unharmed.

As Cloaker/Whipwig charged at Piledriver, he attempted to grab the possessed freak. But she dove between his legs and wrapped her hair tendrils around his ankles. When she popped up behind him, she pulled and brought Piledriver straight to the ground. She pulled once more and amazingly tossed the red four-armed alien a few metres in front of her.

Piledriver lifted up his head and scowled at the tentacle-haired woman. She stretched out her ball-tipped tentacles and whipped them at her foe, but Braedey skillfully blocked each attack with his hulking forearms. When one of her hair tendrils got caught around his upper left wrist, he pulled back his arm and pulled her off her feet, causing her to fly straight towards him.

As she opened her eyes, she could see Piledriver was now holding her by both shoulders and was glaring right into her purple eyes. In a matter of seconds, Piledriver took Whipwig's long hair and tied it around her body, and tossed her away.

"Wow... he took care of them without a hitch." Lucy commented, impressed.

"Of course he did. This is the form that gave Erza and Laxus a run for their money." Gray mentioned.

Erza crossed her gauntlet-covered arms over her breastplate and glanced the other way. "I would've handled him if he hadn't changed into Magnetron."

"Sure you would've..." Gray muttered.

Erza overheard what the ice wizard said and glanced at him with a scary expression. "What was that?"

"NOTHING!" He yelled, panicked.

"Go ahead and play 'musical freaks' all yah want, I'll just kick their butts!" Piledriver stated, punching his upper left palm for emphasis.

"You're right." Cloaker admitted as he phased out of Whipwig. "Maybe I need a new partner." He then turned his upside down, deformed skull to Jessie, who was comforting the frightened girl. "Someone... more interesting for you to battle."

"Wait... he's not going to..." Lucy stuttered, fearing what was about to happen.

"Unfortunately," Alpha Trion spoke out, "he will."

Braedey realized what Cloaker was implying; however, he was too late to act. "Jessie! Run!" He warned.

Jessie turned to Piledriver, only to see Cloaker coming straight for her, prompting her to let out a terrified scream. The ghostlike alien entered Jessie's body through her mouth, which forced her to her hands and knees. The skin around her eyes cracked and turned black while her iris became purple, signaling that Cloaker now had control over Braedey's cousin.

"Oh no..." Happy dreaded.

"That's not good." Gray noted.

Jessie let out a raspy chuckle; much to the team's disturbance. "Too late!" Cloaker/Jessie taunted. "Let's have some fun!"

Suddenly, Cloaker/Jessie jumped in the air to perform a roundhouse kick into Piledriver's face, but he stepped back to elude the hit.

Team Prime watched in surprise at the possessed girl jumping around and delivering swift blows at Braedey. Most of them were easily avoided or blocked, but a few managed to hit their mark; not that they really hurt Piledriver.

"Whoa... how is she able to move like that?" Lucy inquired.

"Is it because of Cloaker?" Erza turned to Alpha Trion on her left shoulder.

The subconscious mind shook his head. "No. Jessie has excelled in the martial arts since she was a young girl."

"So... is she a better fighter than Braedey?" Natsu asked.

"Indeed she is." Alpha Trion nodded. "In fact, Braedey had learned most of his fighting skills from her, actually."

The gang turned their attention back to the fight to see that Cloaker/Jessie had latched onto Piledriver's upper right arm. Braedey responded by shaking her off and tossing her face-first into a stone wall. When she hit the pavement, the black cracks around her eyes disappeared.

Jessie placed a hand on her head from the sudden pain she felt. When she opened her eyes, the first thing she saw was an angry Piledriver walking up behind her.

"Braedey?" Jessie spoke in her normal voice. "What are you doing?"

All of a sudden, Jessie's eyes turned purple as the black cracks reappeared, signifying that Cloaker had reclaimed control. She spun around and used her arms to propel her feet into Piledriver's face, and then used it to springboard herself onto the stone wall. Amazingly, she began to crawl straight up the wall like a spider.

"How the heck is she doing that?" Happy said, surprised.

"What can I say?" Alpha Trion shrugged nonchalantly. "Jessie does have skills."

"It's too bad Cloaker is using them against Braedey." Gray noted.

Piledriver effortlessly scaled the wall after Cloaker/Jessie whilst Jackson conveniently climbed up a ladder a few feet away.

Suddenly, the team was engulfed in a white flash and reappeared on top of the stone wall.

"That's handy." Gray commented, referring to the scene transition.

Piledriver pulled himself over the ledge and faced down his possessed cousin. However, before he could make a move, a familiar bleeping sound filled everyone's ears. Braedey gasped as he glanced down at the Transformatrix dial that was now blinking red.

"Ah..." Cloaker/Jessie sneered. "Sweet, sweet music to my ears..."

In a flash of red, Braedey transformed back to human. He slowly backed away as his possessed cousin menacingly sauntered toward him.

"This can't be good." Natsu commented.

"Yah think," Gray snapped.

"Braedey's in trouble now." Happy added.

"Braedey!"

The Fairy Tail team turned around to see Jackson kneeling on the wall's ledge with the Sun-Gun in hand. He tossed it at Braedey, who then caught it and turned around to take aim at Cloaker/Jessie.

"Maybe not..." Erza said.

"Get out of my cousin Cloaker, so I can fry your miserable pale metal hide!" Braedey exclaimed furiously.

The sinister smile on Cloaker/Jessie's face never left as she took a few steps forward, and put her hands on her hips nonchalantly. "I have a better idea: YOU drop the weapon, and I'll meld with you, then take over the world."

Natsu scratched his head, confused. "How is that a better idea?"

"It's not." Lucy sweat dropped. "He was being sarcastic, Natsu."

"Oh..." Natsu's eyes brightened from realization.

"Idiot..." Gray muttered under his breath.

However, the ice wizard's insult didn't escape Natsu's highly sensitive ears. "What'd you say?!" he roared.

"Fat chance, freak!" Braedey retorted.

Cloaker/Jessie then jumped on top of one of the stone columns lining the bridge, a step away from the ledge. "Then you'd better hope your cousin knows how to fly!" She grinned sadistically. "It's your choice, hero."

Team Prime narrowed their eyes and glowered at the possessed girl.

"That bastard," Gray remarked, clenching his fists tight.

"Come out of Braedey's cousin and fight like a man!" Natsu shouted, enraged.

"Natsu... in case you didn't notice, that thing's not a man." Lucy pointed out.

"Yes, but that still is a cowardly trick." Erza frowned. "Threatening to kill a member of his family to get him to surrender... it makes me sick."

Braedey anxiously glanced back-and-forth between the Sun-Gun and his possessed cousin. Cloaker/Jessie smirked as she took a step back, just centimeters away from falling off. Then, without warning, the black cracks on her face and her purple eyes vanished and returned to normal.

Jessie groaned as she placed a hand on her head. "Braedey...?" She looked around in confusion. "W-what's happening?"

As Braedey lowered the light-based weapon, the Circus Freakshows jumped onto the wall a few metres to his left. As a result, the black cracks and purple eyes returned to Jessie's visage.

"The next sounds you hear will be your cousin's screams as she takes a big dive! HAHAHAHA!!!" Cloaker/Jessie cackled.

"Creepy..." Lucy grimaced.

Braedey looked between the Circus Freakshows and Cloaker/Jessie and, left with no other options; he dropped the Sun-Gun. Cloaker immediately exited Jessie's body, causing her to cry out in agony. Jackson quickly rushed over and grabbed her shoulders to prevent her from falling off.

Cloaker then levitated between Braedey and the Freakshows. "Eliminate them both!" He ordered.

"That dirty scumbag." Natsu snarled.

"What would you expect from someone as evil as him." Erza remarked.

"We had a deal, you Halloween reject!" Braedey yelled.

"You had a deal with me! Not them." Cloaker countered, pointing at the three Freakshows, who had surrounded Jackson and Jessie. Whipwig entangled Jackson and Jessie in her powerful hair tendrils while Thumbskull got behind Jackson and wrapped his large arms around him.

When Braedey's eyes darted to the Sun-Gun, he quickly dashed toward it. Unfortunately, he wasn't fast enough as Cloaker became intangible and stuck his long claws into Braedey's arms. As a result, Braedey shut his eyes and cried out in pain.

The gang's eyes widened from apprehension.

"Oh no!" Lucy gasped. "What's happening?"

"Cloaker is attempting to meld with Braedey's body." Alpha Trion answered impassively.

"Braedey! No!" Jackson shouted.

As Braedey squirmed and screamed in agony, a bolt of blue lightning shot out from the Transformatrix. This immediately caught Erza's keen eye.

"What's going on now?" the scarlet-haired knight asked.

The device let out a bleep as the faceplate turned blue, signaling that it was now fully recharged. Despite the pain, Braedey activated the Transformatrix. Just as Cloaker began to melt into his body, the boy hero slammed down the dial. A blue light engulfed Braedey's body, causing the group to shield their eyes.

When the flash faded, the gang was anxious to see Braedey nowhere in sight. Cloaker, however, was floating in his place.

"NO! Don't tell me that monster actually merged with him!" Erza cried, shocked.

"This is so freaky!" Lucy squealed, terrified.

"Ah... together again. Just like old-" Cloaker's rant ceased as he coughed up something to the ground. Under closer observation, the object he spat out was actually GearRunner, which was in his small gear form. The Fairy Tail wizards let out collective sighs of relief.

"Ugh... that's enough to make me gag too." GearRunner quipped, shifting into his little robot mode.

"He was in that thing's mouth?!" Lucy commented, repulsed.

"Hmph... it wasn't pleasing for Braedey either." Alpha Trion huffed.

GearRunner leapt on top of Whipwig's head like a frog. Whipwig released Jessie from her hair tentacles as she tried to get him off.

"Get him, you fools!" Cloaker ordered.

Thumbskull released Jackson and pushed him away as he, Whipwig, and Acid Breath rushed at GearRunner. As Whipwig reached up to grab the little alien, Acid Breath attempted to smack him off of her; however, the orange-haired Freakshow ducked under the blow. Thumbskull grabbed her by her leg, held her upside down, and shook her about like a martini drink, until GearRunner fell to the ground.

While the trio was not looking, he swiftly jumped onto Thumbskull's back. The Circus Freakshows looked around when they noticed GearRunner wasn't in Whipwig's hair anymore.

"Where'd that little pipsqueak go?" Thumbskull said while turning around, showing the other Freakshows that GearRunner was sticking to his back.

Whipwig responded by smacking her hair tendrils into Thumbskull, which Braedey eluded by jumping onto Acid Breath's face. As a result, he too was smacked in the head by Whipwig's hair while GearRunner hopped on top of her head again. Thumbskull grunted in aggravation as he tossed a chunk of stone debris straight into Whipwig's face, which Braedey avoided once more by hopping on top of Acid Breath's bald head.

Acid Breath swiped him off to the ground, where Thumbskull proceeded to step on him. GearRunner looked up to see Acid Breath preparing to exhale acid vapours at him. He quickly hopped out of the way, causing Thumbskull's leg to get burned by the acid breath.

Cloaker yelled out in utter vexation. Natsu and Happy, meanwhile, fell over laughing while Gray was smirking in amusement. Even Lucy and Erza couldn't help but giggle at the Freakshows' idiocy, despite the fact that they were used to it.

"OH MAN!" Natsu cackled. "That was hilarious!"

"Aye, sir!" Happy chirped.

"I can see why those three were in a circus now." Gray smirked.

'I have to admit... that was quite amusing.' Erza inwardly conceded.

The gang turned their attention back to the scene to witness GearRunner, in his little gear form, doing cartwheels into a small crack in a wall down the pathway.

Cloaker flew after him and before he phased completely through the wall, he looked back at the Circus Freakshows and commanded, "Don't just stand there, you idiots! Get them!"

As the three Freakshows raced after Jackson and Jessie, the Team Prime was once again consumed in a bright flash, signaling they had transitioned to another part of the memory. The gang looked around to see they were inside the school's clock-tower, standing on a catwalk. There were a few levels of wooden walkways below and above them, positioned throughout the structure.

"What is this place?" Erza inquired.

"This is the inside of Bancroft Academy's clock-tower." Alpha Trion responded.

"What're we doin' in here?" Gray asked.

Suddenly, the sound of child's yell snapped the team out of their conversation. They looked up to see Braedey falling down the middle of the tower. He positioned himself to where he fell feet first on the catwalk Team Prime was standing on. He fell to the floor, rolled on his side a few times, and hit the wooden railing.

"Oh... never mind." The ice wizard said.

"Ow. That had to hurt." Lucy cringed.

Without warning, Cloaker's deformed helm phased through the floor, startling both Braedey and the wizards.

Lucy, Erza, and Happy yelped in alarm while Natsu and Gray sweated in nervousness.

"Damn! That thing gets creepier the more I look at it!" Natsu remarked.

Braedey quickly got up and ran down the catwalk with Cloaker trailing close behind him. The gang watched as the ghostlike alien slashed its claws at the boy hero, which Braedey eluded by tripping over a toolbox and falling to the floor. He shook off the hit and spotted a mallet lying in front of him.

He picked up the mallet and swung it at Cloaker, but it was to no avail as it went straight through the alien's intangible body. The ghostlike alien responded by grabbing the mallet with his tentacles and swinging Braedey into a steel girder above him.

The brown-haired boy cried out as he gripped the edge of the steel beam and hung on dearly. He strained to pull his chest up to the girder. Cloaker levitated behind him, preparing to merge with him once more.

"Think of it Braedey, with the powers of the Transformatrix and your DNA, I will be unstoppable." Cloaker declared.

Braedey glanced to his left to see a glimmer of white shining through the creases in the curtains. He narrowed his eyes in determination. Erza turned to Braedey's gaze and immediately deduced what he was going to do. The boy hero swung himself onto a curtain, grabbed hold, and pulled it down, letting in the morning sunlight.

"It's time for light this dark hour!" Braedey quipped.

Cloaker cried out from instant contact with the light. Braedey grunted when he fell to the catwalk beneath the large window. He quickly got up to see the ghostlike monstrosity trying to float into the shadows. The Transformatrix bearer ran over to the remaining curtains and pulled them down, letting the sunlight fill the room.

Cloaker's agonizing screams intensified while smoke began to billow off his body. Team Prime watched on with expressions of mixed relief and horror as Cloaker's body turned black and began to crumble away. Just before his body was disintegrated and engulfed in bright violent flames, he let out a high-pitched squeal.

Braedey leaned up against the wall and sat on the floor, breathing a sigh of relief, some sweat on his forehead.

The scene began to contort and fade away as the memory came to an end. As darkness formed around the group, they looked at each other with uneasy expressions.

"Man... I don't envy Braedey for going through that." Gray stated.

"Me neither." Natsu agreed. "That whole experience was freaky."

"Aye, sir!" Happy chimed.

"Well, at least we don't have to see that ghost-monster thing again." Lucy assured with a smile.

"I wouldn't be so sure." Erza disputed. "We haven't faced any other Dark Entrapment manifestations yet, and I would bet that is about to change."

The blonde's smile instantly vanished as she sulked. "Of course it will..."

"She is right." Alpha Trion appeared in front of the team. "In fact, I can already sense the Dark Entrapment preparing to make its next move."

All of a sudden, the earthshaking roar of thunder startled the group. They looked up to see black storm clouds accumulating above them, purple lightning flashing through them. Erza narrowed her eyes in recognition. She summoned a sword and clenched her armored fist around the hilt.

"Prepare for battle!" Erza commanded.

"Oh yeah!" Natsu shrouded his fists in flames. "I'm all fired up now!"

"Good timing." Gray stripped off his shirt as an icy mist cast off his body. "I was itching for a fight."

"Okay..." Lucy said nervously, sweating profusely. "How about I just let you three take care of this while I stay back here and give moral support?"

"Scared...?" Happy mocked.

"Shut up, yah stupid cat!" the blonde yelled.

"Hey... hold on a second." Gray interrupted. "Where's Alpha Trion?"

The team looked at Gray and then glanced around, finding no sign of the subconscious manifestation.

"But, he was just here..." Erza mumbled, confused.

"Ah man! Don't tell me he bailed on us again!" Natsu whined.

"Looks that way," Gray noted, annoyed.

"No matter," the scarlet-haired knight proclaimed, "we must be ready. I have a feeling this battle will be much harder than the last."

"Terrific..." Lucy grumbled.

Suddenly, the blank scene around Team Prime began to contort and take shape. Within seconds, the gang was now standing in the middle of the Bancroft Academy schoolyard. The sky above was filled with onyx storm clouds and the flash of mauve lightning. All in all, the scene was quite creepy.

"What are we doing back here?" Gray wondered.

"Didn't we just see this memory?" Natsu asked, confused.

"This isn't a memory." Erza looked around, narrowing her eyes. "This is a battleground."

A loud flash of lightning caused the team, minus Erza, to jump in alarm. The booming roar of thunder soon followed. Then, the wind began to pick up violently. Lucy put her hands on her skirt to keep it from flipping up as Happy hung on to her shoulders to keep from flying away. Erza equipped another sword and resumed a fighting stance while Natsu and Gray followed her example.

"What's happening?!" Lucy cried.

"It's the Dark Entrapment!" Erza shouted. "Just like before!"

"NO! This feels different..." Gray added.

Suddenly, five masses of dark clouds swirled above Team Prime. The wizards could only look up as they were each trapped within their own respective twister. Within an instant, the gang began to cry out in agony. Each of them felt as if boiling toxins had been poured into their bodies.

Lucy fell to her hands and knees, hot tears streaming down her face as she clenched her eyes shut. She and Happy were the first to fall unconscious. Natsu fell to his knees and clutched his pink hair, the veins on his neck and temples throbbing madly. The Dragon Slayer let out a painful yell before he collapsed face first to the ground. Gray clenched his teeth tight until he finally let out a cry and fell too.

Erza dropped to a knee and gnashed her teeth as unbearable pain filled her body and mind. Her attempts to hold in her agony were proving futile. She looked around to see that she was enveloped in a dark twister.

'No... Braedey...' She thought before she fell unconscious.

Meanwhile, observing Team Prime fall from afar, a being of the darkness chuckled forebodingly. "It ends here." He rasped. "But first... let's have some fun."

~*~*~

Gray's eyes suddenly snapped open. He breathed deeply as he lied on the snow-covered ground for a brief moment, completely clueless. Wait... snow? The onyx-haired wizard quickly sat up, looked around, and gasped. He was in the middle of a destroyed village. The buildings all laid in ruin.

"How did I get here...?" Gray thought out loud. "Wasn't I..."

He remembered standing alongside his friends, preparing to battle another Dark Entrapment manifestation. Then, the last thing he recalled was swirling black clouds followed by a lot of pain.

As Gray studied his surroundings, his eyes widened from a frightening realization. He knew this place. It was where...

"No..." he whispered. "It can't be."

"But it is." A feminine voice interjected.

He immediately turned around and gasped at what he saw. Standing in the snowy street of the destroyed village was his deceased master and surrogate parent, Ur. She stood tall and gazed at Gray with an expression full of contempt.

Gray's eyes bulged out and his mouth gaped a little. His body began to tremble from shock and confusion. "U-Ur..." he stuttered. "Y... Y... Y-you're alive...?"

"No. I'm not. I'm dead." She closed her eyes and lowered her head. After a tense moment, she looked back at her former student in utter disappointment. "And it's all because of you."

Gray took a step back, and at that moment, he thought he felt his heart stop. A cold sweat started to drip down his face.

"I... I..." Gray stammered, unable to articulate anything else.

"She's right." A boy's voice said.

The black-haired teen turned to his left toward the source of the voice and gasped once more. Standing there was Lyon; however, he was a young boy, the same age they both were when Ur used Iced Shell to entrap Deliora. The little, white spiked-hair boy glared at Gray with derision.

"It was your fault." He declared through clenched teeth. "You selfishly ran off thinking you could beat Deliora on your own. It was because of you that our teacher followed you! It was because of you that she had to take on Deliora! And it was because of you that she sacrificed herself!"

Gray's heartrate increased while his breathing became irregular. He lowered his head and closed his eyes, clenching his teeth. Everything that Lyon said was true. He was guilty of Ur's death. He was already aware. He knew that ultimately it was his fault, but just hearing it coming from these two especially only made it worse.

"I... I know." Gray choked out, feeling tears stream down his face. "I'm sorry."

"YOU'RE SORRY!?" Lyon exclaimed in outrage. "You killed our master and destroyed my dream of surpassing her, but you're sorry?!"

"I..." Gray couldn't say anything as he fell to his knees, sobbing. The guilt was really beginning to get to him now, more so than his experience on Galuna Island.

Suddenly, the ground began to shake, but in a pattern like footsteps. The Fairy Tail wizard lifted up his head and felt his breathing stop. His eyes widened in horror and shock. The mighty demon that was Deliora towered above him, glaring down at him with its evil red eyes.

"D-Deliora..." the ice wizard stuttered.

"It was you!" Deliora said in a deep, booming voice; which shocked Gray to no end. "You made Ur make the ultimate sacrifice to defeat me, so she could save your pathetic life."

Gray trembled in fear as he stared up at the demon in shock. He lowered his head again and stared at the ground. He remained that way for a long painful moment until he finally snapped.

"No. NO! This can't be happening!" The ice-make wizard shouted; trying to make sense of what was transpiring.

"Oh, but it is." A creepy, raspy voice called out.

Gray looked up and turned his head around, searching for the voice. However, he found nothing but the images of Ur, Lyon, and Deliora glowering deeply at him.

"Whether they are real or not is irrelevant. The guilt is very real." The voice rasped. "Your precious teacher is dead while your former friend's dream was crushed. Deliora may have been the reason why Ur had to give her own life, but it was you who caused such an event. It was you who led her to her death... like a shepherd leading the lamb to the slaughter."

Gray gnashed his teeth and clutched his head, trying to block out the raspy voice's words...even if they were true.

"No... no... make this stop... MAKE IT STOP!" He cried out desperately.

~*~*~

Lucy let out a muzzy groan. She opened her brown eyes as consciousness began to return. The Celestial mage sat up from the floor and looked around. Her breath suddenly got caught in her throat when she realized where she was: her father's office at the Heartfilia Konzern.

"W-what...?" Lucy faltered. "I'm... at my old home? But how?"

"Lucy," a voice said.

Lucy gasped as she turned forward. Standing behind a big desk and viewing out a large window was Jude Heartfilia, her father. He was a relatively tall, middle-aged man with black eyes and blond hair that was slicked back. He had a matching, extremely trim mustache, and a rather firm, square jaw. To add to his image of power, he wore a brown tailored suit that appeared to be very expensive.

"D-dad." The blonde wizard gaped.

"I see you came home." he spoke in a deep, male voice full of authority.

'What is going on? How did I get here?' Lucy yelled inwardly. 'Wasn't I just inside Braedey's mind?'

The Celestial mage shook her head and proceeded to speak to her father. "Dad, I..."

"But the question is... why?" Jude continued.

Lucy blinked, a bit taken back by her father's sudden inquiry and the hint of disdain in his voice. Before she could speak, he continued, "What are you doing back here? I thought Fairy Tail was your new home."

"Listen, Dad I..."

"NO! You listen to me!" Jude interjected, looking back at her with a furious expression. "How dare you come into my home and order me around! After all the countless hours of work I did to keep you well-fed and have a roof over your head, you repay me by running away?! You ungrateful wretch!"

Lucy's eyes widened from shock at her father's outburst. She felt as if cold water had been poured into her veins. He didn't mean that, did he?

"D-Dad..." Lucy choked, her eyes brimming with tears.

"Just leave, and go back to your so-called Fairy Tail friends!" Jude yelled. "You're nothing more than a worthless, ungrateful waste of time!"

Lucy clutched the left side of her chest and stared at the man who was her father in utter shock and disbelief. Tears began to stream down her face. True, she had issues in her relationship with her father, but for him to call her that, it completely broke her heart.

"N-no..." she sobbed. "You don't mean that."

"Oh, but he does." An eerie, raspy voice sounded, causing Lucy to yelp in fear. "He blames you for your mother's death."

"N-n-no..." Lucy stammered. "He... he wouldn't."

"Why do you think he devoted all his time to work instead of you after she died? It's because it was the only way to avoid you without kicking you out. Face it, Lucy Heartfilia... your father loves his money more than he ever loved you." The creepy voice taunted.

After that cruel statement, Lucy fell to her hands and knees. She hung her head and closed her teary eyes, wailing out in utter despair.

~*~*~

Natsu grunted as he slowly opened his eyes to find out that his vision was blurry. When the Dragon Slayer's eyesight refocused, he saw that he was lying in a grassy clearing surrounded by forest. Natsu quickly sat up and looked around in utter confusion.

"Huh?" He scratched his head. "How the heck did I get here?"

The pink-haired wizard observed his surroundings for a moment before his eyes widened in incredulity. Natsu knew he wasn't in just some random clearing, he knew this place.

"This is..." He trailed off, shocked.

Suddenly, he felt the earth shake behind him while a large shadow was cast over him. Natsu gawked at the shadow's shape.

'No. It can't be...' he thought.

"Natsu," a deep, powerful voice said.

Natsu gasped from recognition. He turned around and an expression of surprise spread across his face.

"I-Igneel..." Natsu stuttered.

Indeed, standing before the pyromaniac was the Fire Dragon King, Igneel, and he had certainly earned the title. He was a gigantic dragon covered in dark, red scales while his underbelly and the inner portions of his legs and tail were beige. Black spikes went down from his back to the end of his tail. Igneel's head was triangular with horns, a large pair of round glowing yellow eyes, and very sharp canine teeth. His massive bony wings resembled a bat's with rippled tips.

Natsu began to tremble as he stared at his foster father with a mix of shock, disbelief, and happiness.

"Igneel!" Natsu exclaimed happily. "You're alive! I thought I'd never see you again!"

He got up from the ground in haste and ran toward the red dragon. Unexpectedly, Igneel held out his front left leg and flicked Natsu away with his claw. The pink-haired wizard grunted painfully when his body slammed into a tree.

Natsu pulled himself out from the shattered trunk of the tree, and looked back at the Fire Dragon in confusion and slight hurt. "Igneel... what's the big idea?"

"Don't come near me. You are not allowed to approach the one and only Igneel." The Flame Dragon King declared scornfully.

"What are you talking about? And by the way, why'd you abandon me seven years ago?!" Natsu demanded.

Igneel snorted. "Isn't it obvious, boy?"

"...No... not really..." Natsu said dumbly.

Igneel narrowed his yellow eyes at Natsu. "You never were known for your thinking abilities. Then allow me to explain the reasoning behind my leaving."

Natsu shook off the pain in his back and looked up at the Fire Dragon expectantly; however, nothing could prepare the Dragon Slayer for the three words about to come from him.

"You. Are. Weak." Igneel stated.

Immediately, Natsu's world came crashing down as disbelief and anguish grew on his visage.

"W-what...?" Natsu stammered.

"You are weak." Igneel repeated in frustration. "You are nothing more than a weakling and a disappointment. That is why I abandoned you. You are simply not worth my time... just like now."

Natsu stood in a petrified position, staring up at Igneel in painful shock. He could feel his knees quake as despair tore at his heart. The Flame Dragon King glanced at Natsu in disappointment before he turned away and flapped his mighty wings a few times, flying off into the horizon.

"No. No. NO!" Natsu cried out, falling to his knees as tears flowed down his face. "Igneel, no! Come back! Please... please... father."

The heartbroken Dragon Slayer could only watch in utter despair as his father abandoned him again.

~*~*~

In the middle of the ocean, a small blue cat was struggling to stay afloat as he was thrown up and down by the large waves. However, it was not the water that was terrifying the cat; it was the big black dorsal fin that was classically shaped like a Great White shark coming straight for him.

"HELP!" Happy cried, desperately trying to swim away from the underwater predator. "SOMEONE HELP ME!"

"There is no escape!" a raspy voice mocked. "The precious food that you love now wants to eat YOU!"

"NO!" Happy wailed. "Cats are supposed to eat fish, NOT THE OTHER WAY AROUND!"

~*~*~

Slowly, Erza's eyes began to open. An inaudible groan escaped from her lips as she returned to consciousness. The first thing she could see was a bright bluish blur. However, when they refocused, nothing could prepare her for what her eyes saw then.

Titania immediately sat up and turned her head around in every direction. She shut her eyes again and reopened them to confirm if she was dreaming or not. Her breathing began to increase as the daunting realization began to sink in: she was in the Tower of Heaven once more.

"N-no... this... this can't be right." Erza murmured, shocked.

The tower itself was in its true form, comprised of pure ethernano. Erza stood up and realized she was at the top of the tower, the same place where the final battle with Jellal transpired.

"This is impossible." Erza's eyes widened. "The tower was completely destroyed!"

All of a sudden, maniacal laughter broke out behind her. Erza froze and felt her blood run cold. She knew the sound of that voice anywhere.

'No...' Erza turned around and was met with a horrifying sight.

Wally, Millianna, Sho, and Simon were all lying on the crystal floor dead, with puddles of blood beneath them. An expression of utter horror appeared instantly on the redhead's face.

"No..." Erza's legs started to wobble until they gave out, bringing her to her knees. "...no... NOOOO!" She cried out, tears beginning to cascade down her face.

"AAAAHHHHH!" A painful cry hollered out.

Erza froze once more when she recognized the sound of that yell. The Fairy Queen turned to her right and was greeted with an unbearable sight. Braedey crumpled on the floor in a dead heap, blood pouring from the new wound in his chest, the light fading from his bright blue eyes, and some blood dripping out from his slightly open mouth. Jellal stood over the fallen hero with crimson liquid dripping from his right hand. He turned to Erza with an unadulterated evil smile plastered on his face.

The redhead gasped in panic and fear. No. This couldn't be real. It just couldn't!

"No... this can't be..." Erza uttered in terror.

"This is very real, Erza. Very, very real." Jellal said in a soothing yet menacing voice. A purple eye symbol flashed in his right eye as he ambled toward her.

Erza warily stepped back. Lost in her fear, the redheaded wizard was taken by surprise when a large crystal lacrima arose from the ground behind her. A Binding Snake then wrapped around her, causing her to cry out in pain. Immobilized, she was yanked into the lacrima by the Binding Snake. Erza cried out once more as her body was drawn into the crystal, feeling as if dozens of cold knives were stabbing her at once.

"The time has come, Erza." Jellal stated, a sneer adorning his face. "Tonight, you will be sacrificed to Zeref. You cannot run from your destiny any longer!"

Erza struggled to break free, but it was futile. She cried out as the crystal consumed her.

'No... no... it can't end like this...' Erza thought, trembling in trepidation.

"Oh, but it will." A bone-chilling voice hissed. "Your friends are dead, murdered by the one you once loved so dearly. You cannot hide from your past. This is your punishment for abandoning them in the tower so many years ago. This is the price you must pay for your weakness!"

Erza lowered her head in shame and closed her eyes. She sniffled as tears poured down her face. At that moment, the Fairy Queen ceased her struggles and accepted her well-deserved fate.

~*~*~

Meanwhile, in the Bancroft Academy schoolyard, Team Prime was lying unconscious on the ground. Five masses of black-purplish clouds swirled around each of them. Suddenly, a bright flash filled the courtyard as Alpha Trion appeared.

"Ugh," the subconscious manifestation groaned, rubbing his head. "I can't believe I allowed the Dark Entrapment to get the drop on me. Thankfully, I was able to escape its clutches."

He looked forward and gasped at the sight of Team Prime being consumed by darkness. "It appears they were not so lucky."

Alpha Trion snapped out of his musings and rushed forward. When he came within a meter, his fears were confirmed. The Dark Entrapment had infected the team in a similar manner of how it did Braedey. It had dug into their minds, unlocked their deepest hidden fears, and devised a simulation of their worst nightmares for each of them to experience.

"I pray that it's not too late." Alpha Trion dreaded. "If it is, we're all doomed..."

Braedey's subconscious concentrated in order to establish a mental-link with the group. Once he was confident he had a connection, he spoke, "Everyone, wake up!"

Suddenly, all the team members trapped in their respective nightmares paused as soon as they heard Alpha Trion's voice boom around them.

"Uh...Alpha Trion?" Gray muttered, glancing around him.

"Was that the small brainy guy?" Natsu wondered, confused.

"...Alpha Trion..." Erza gasped lightly.

"Someone help me!" Happy cried desperately, trying to avoid the shark swimming toward him. "I can't swim any longer!"

"Listen to me, all of you! The Dark Entrapment has affected you." Alpha Trion explained urgently. "It's dug into your mind and created a simulation based off your worst fears. It's trying to break your spirit."

The eyes of Team Prime widened in shock upon hearing this news. What they were all seeing, all these horrors that they thought were real, were fake?

"What you are all seeing IS NOT REAL! You must fight it!" Alpha Trion shouted.

Gray's expression hardened, his hair casting an ominous shadow over the upper half of his face. He instantly ceased his crying and stood up.

"I'll give this spell some credit. It is pretty nasty." Gray said coldly. He clenched his fists and turned to face Ur, Lyon, and Deliora with a furious expression. "I've made some mistakes in the past, but I'm not gonna let that stop me from heading to the future. And I'll be damned if I let this stop me from saving my friend!"

Suddenly, an icy blue aura appeared around Gray and began to expand. As a result, the scene around him began to contort and stretch.

The simulation of the other members was met with similar results as their determination to fight increased. A fiery orange aura cast off Natsu while Lucy's was gold, Happy's was blue, and Erza's was crimson red.

The field and forest around Natsu began to catch flame as a fiery orange aura expanded around him. "That was not Igneel." The Dragon Slayer hissed. "He was just a fake! And what he said-"

"-isn't true." Lucy exclaimed angrily at her 'father'. "My father may be a lot of things, but I'm not gonna let his opinion of me keep me from finding happiness in my life!" The golden light intensified around the Celestial wizard, causing the scene to bend and break apart.

The crystal that encased Erza suddenly shattered, bringing a shocked expression to Jellal's face. A shadow was cast over her right eye as she glared daggers at him. A crimson aura grew around her and caused her surroundings to crack apart.

"The blood of Simon may be on my hands, but my friends: Sho, Wally, and Millianna are out there exploring the world. None of this is real." Erza proclaimed. "What is real; however, is the fact that my dear friend Braedey is laying on a bed in pain. This spell is killing him. And I won't allow my own fears to stop me from saving him!"

"Because I'm -" Gray began, his body engulfed in blue, icy energy.

"-a Fairy Tail-" Natsu said, the flames coursing around him growing hotter and hotter.

"-WIZARD!" Team Prime declared simultaneously.

At that moment, the simulations the wizards and cat were trapped in shattered completely. The Dark Entrapment spell was powerful; however, it was completely powerless against the sheer willpower of the Fairy Tail wizards.

~*~*~

Back in the Bancroft Academy schoolyard, Alpha Trion smiled as he watched the five dark masses around Team Prime began to dissipate before completely disappearing. His words had reached them through the darkness.

'They are truly strong.' Alpha Trion mused. 'You could not have picked better friends, Braedey.'

The group groaned as they awakened from their nightmare-filled slumber. They returned to their feet a bit lightheaded, but it quickly began to pass.

"Well done, all of you." Alpha Trion praised. "You successfully broke away from the Dark Entrapment's clutches."

"That's a relief." Natsu commented.

"Yeah," Lucy agreed, rubbing her forehead. "That whole experience was horrible."

"No kidding," Gray folded his arms over his chest.

"Aye!" Happy piped in. "I've never been so scared in my life."

Erza turned to Alpha Trion, who was standing in front of the team. "Alpha Trion, those nightmares that we each went through, is Braedey going through something similar to them?"

The subconscious manifestation stared at the scarlet-haired knight in silence for a brief moment. "Yes, but since the Dark Entrapment is focusing most of its energy on Braedey alone, what he is experiencing is much... much worse." He responded.

Alarmed and horrified expressions took hold on Team Prime's faces. They each had gone through their worst nightmare just then, but that experience was only a taste of the Dark Entrapment spell's power? What was going through was worse? This utterly terrified them, especially Erza. They knew then that they needed to hurry and rescue Braedey before it was too late.

"UNBELIEVABLE!" An angry, raspy voice screamed out.

The clique immediately froze upon hearing the voice; it sounded familiar to each of them.

"That voice..." Happy stuttered.

"...it's the same one..." Lucy picked up.

"...from our nightmares." Erza concluded, looking around for the source.

Natsu lit his fists in flames. "It's the same one that was mocking us! Where is it!? I'm gonna kick its butt!"

Before anyone could comment, a ghostlike Cybertronian with black cracks over its body, clawed hands, and purple optics on its head appeared above the group. It was none other than Braedey's form, Cloaker.

The faces of the wizards and cat paled slightly as soon as they realized what they were up against.

"Uh oh," Lucy commented.

"Not that form..." Gray added warily.

"This isn't good." Erza muttered.

Cloaker glowered down at the group, specifically Alpha Trion. "They would've all fallen if you hadn't butted in, you little pest!" he rasped.

Braedey's subconscious narrowed his gaze up at the ghostlike being. "I will have to admit, the Dark Entrapment did get the drop on me; however, I promise you, it will not happen again." He responded coldly.

"Yeah!" Natsu followed up. "We ain't gonna let you trick us again either! You're going down, ugly!"

The visages of the others became determined as they nodded in agreement.

Cloaker scoffed. "You have heart... but none of you possess the strength to stop me!"

"Wanna test that theory?" Gray challenged, an icy mist wafting off his body.

"YEAH!" Natsu exclaimed, flames coursing around him. "If you're so tough, then come down here and prove it!"

"Something tells me that's not such a good idea." Lucy squeaked nervously.

The Dark Entrapment manifestation growled. "So, you wish to battle? Very well. This futile mission of yours ends now!"

"Not a chance! You better be ready because I'm about to kick your pale butt!" Natsu punched his open right palm with a roguish grin.

"Not before I do, flame-brain." Gray got in a battle stance, his ice magic flaring around him.

"I also have a score to settle with this monster." Erza added as her body was shrouded in golden light. When it dissipated, she was clad in her Heaven's Wheel Armour with twin blades in her hands.

The Fairy Tail trio swiftly leaped into action.

Golden, dragon wing-shaped flames took shape on Natsu's arms. "Fire Dragon Wing Attack!" he yelled.

"Ice Make: Arrows!" Gray summoned a crossbow in his arms, aimed it at his opponent, and fired a salvo of icy arrows.

Erza slashed her blades in a pentagram formation. "Heaven's Wheel: Pentagram Sword!" A silver-white energy blast took the form of a pentagram and shot toward Ghostfreak.

Cloaker wasn't the least bit intimidated by the three wizards' attacks heading straight for him. "What a pathetic show of power."

The Ectonurite Cybertronian simply became intangible, letting the fire, ice, and sword attacks phase through him and destroy a wall behind him. Natsu growled as streams of fire ignited from the soles of his feet, launching him straight toward Cloaker.

"I'll show you 'pathetic' you gutless coward!" Natsu retorted. "Fire Dragon Iron Fist!"

Cloaker turned intangible and allowed Natsu's flaming fist to pass through him. He pivoted and extended a cluster of tentacles from his abdomen, wrapping them around Natsu's right ankle. The Dragon Slayer had little time to react as he was tossed violently into an unprepared Gray. The two wizards cried out as they slammed into each other hard.

"Yes, you did indeed show me what pathetic was." Cloaker mocked.

Erza shot toward Cloaker while his back was turned, preparing to get the drop on him. The ghostlike alien could sense a presence behind him and swiftly turned around, grabbing Erza's sword in mid-swing. Titania's eyes widened, how did he see her coming?

"Almost, dear. But 'almost' doesn't work in battle." The phantom taunted.

Erza cried out as she was spun around and sent crashing into the ground. Natsu and Gray steadily regained their bearings and glared at the Entrapment manifestation. Both of them widened their stances as they charged up their respective magical powers.

"Ice-Make: Lance!" an icy blue magical circle appeared in front of Gray, shooting out a bombardment of ice lances.

Natsu's cheeks puffed out far more than a normal human's should. "Fire Dragon Roar!" A powerful flaming torrent tore out of his mouth.

Cloaker disappeared from sight as the fire and ice attacks collided with a building, reducing it to smoldering rubble.

"Dammit!" Gray cursed.

"C'mon, you cheater!" Natsu shouted, annoyed. "Come out and fight like a man!"

Suddenly, Cloaker phased out of the ground beneath Natsu's feet and sucker punched him in the face. The Ectonurite Cybertronian flew up and delivered a powerful blow into the fire wizard's gut, sending him careening back until he smashed into the ground.

"I am no man, you fool." Cloaker rasped.

Gray gritted his teeth as he bent his knees and leaped into the air. "Ice-Make: Battle Axe!" A wave of ice erupted out from his magical circle.

Again, Cloaker's body became intangible and allowed the ice-wave to destroy a section of building. When Gray landed, he glared up at the ghostlike monster.

"I'm really getting tired of that trick." Gray grumbled.

"This battle is both pitiful and pointless." Cloaker rasped. "Can't you see that you're all wasting your time?"

Cloaker became alert when he felt a familiar presence behind him. He swiftly turned around and caught Erza's right wrist. Gray and Erza, who was re-quipped into her Flight Armour, were both shocked. How did he see her coming that fast?

"I'm afraid that trick won't work again, dear." The manifestation tossed Erza back to the ground; however, she regained control in midair and landed on her feet next to Gray.

"This isn't going well." Gray noted.

"I can see that." Erza said curtly.

Lucy ran up to the two while Happy flew next to her.

"We're going to need another plan of attack." Erza stated.

"I have a plan: ATTACK!" a loud, obnoxious voice shouted out.

Natsu propelled himself toward Cloaker with streams of fire shooting from his feet once more. "Fire Dragon Sword Horn!"

Cloaker flew up to evade Natsu's ramming attack. "Ah crap..." he complained just before crashing into the school's clock-tower.

Erza face-palmed, frustrated.

Gray scoffed and shook his head. "Brilliant plan," he praised sarcastically.

"Natsu!" Happy cried urgently as he flew toward his best friend.

"I grow weary of these games. It's time I finish this. You'll regret crossing paths with... the Dark Entrapment!"

Suddenly, long, black talons sprouted out from Cloaker's hands. His white-and-black cracked armour began to rip apart and revealed greyish-purple skin underneath. A horrendous clump of grey tentacles burst from his abdomen as long spikes sprung down his spine. Finally, he reached up and peeled the white metal off his helm, exposing his creepy upside-down skull-head. Cloaker was now in his true form.

Gray and Erza shivered in disgust while Lucy squealed in fear.

"It's even more frightening the second time." Lucy shrieked.

"No kidding," Gray agreed.

"Re-Quip!" Golden light enveloped Erza's body. What nobody noticed was how Cloaker backed away and slightly flinched from the brightness. When the light faded, the redhead was adorned in her revealing Black Wing Armour. "Defeat is not an option. We will vanquish this fiend!" she exclaimed strongly.

Erza levitated into the air and shot toward Cloaker in an instant. She slashed at the phantom, but he easily dodged it. The swordswoman relentlessly slashed away at her opponent with incredible speed; however, Cloaker simply eluded each strike. Suddenly, he completely vanished from sight.

"Where'd he go?!" Lucy yelped.

Gray looked around and paused when he noticed a dark mass materializing above Erza. "ERZA, LOOK OUT!"

Immediately, Gray summoned a large ice platform to launch him into the air. An icy mist cascaded along his forearms, and then hardened into a pair of ice blades. "Ice Blade: Seven Slice-"

Before Gray could finish his chant, Cloaker turned to him and fired a purplish-grey energy beam from his stomach. The ice-make wizard's eyes widened in disbelief before he was struck by the dark ray. He cried out in agony until he collided into a stone wall with a loud smash, a dust cloud blocking him from view.

"GRAY!" Lucy screamed.

Erza's eyes widened from shock and alarm before they narrowed into rage at Cloaker. "Why you...!"

The Fairy Queen reared back her sword and unleashed a powerful silver energy wave at her adversary. "Moon Flash!"

Cloaker once more phased through the blast and stared down at Erza with a creepy, smug smile. "Ha-ha-ha-ha!" he cackled madly, and then turned invisible.

Erza's body stiffened, as her senses were on high alert. Without warning, Cloaker materialized behind her and fired his dark beam into her back.

"ERZA!" Lucy screeched, horrified.

Erza cried out, as she fell and her body dug a trench into the ground from the force of the blast.

Seeing the three strongest members on their team get taken down shook Lucy to the core; however, there was no way she was going to surrender. She was a Fairy Tail wizard, after all.

"Okay, it's time I get into this battle too!" With a determined expression, Lucy pulled out one of her keys, which as shaped like a battle axe, and thrust it forward. "Open, Gate of the Golden Bull: Taurus!"

With a puff of smoke, and the sound of a loud doorbell, a large, humanoid cow-man jumped out and into the fray. He was extremely buff, had white skin with black splotches, like a typical cow. He wore black briefs and a holster on his back that contained a very large battle axe.

"MooooOOOO!" Taurus exclaimed, flexing his impressive muscles.

"Alright, Taurus, time to-"

Lucy cut off as the cow-man turned to her with hearts in his eyes, and inputted, "Well, hello, Miss Lucy. Your body's looking gooood as usual."

Lucy sweat dropped, exasperated. "No time for time that, Taurus! Time to bring the pain!" She pointed to Ghostfreak.

Taurus grinned as he pulled out his battle axe and readied it. "Okay, Miss Lucy. But if I do, will you poooOOse for me and give me a great big smooOOch?" He asked perversely.

"NO, YAH BIG PERV!" Lucy shouted, frustrated. "Just attack already!"

"Listen here, you ugly goooon, I'm not gonna let you lay a finger on Miss Lucy's rockin' body!" Taurus bent his knees and jumped toward the floating, deformed phantom. He reared back his axe over his head and proceeded to bring it down on his opponent. "MoooOOOO!"

"A cow-man? What do you take me for, girl?" Cloaker hissed and, astonishingly, stopped Taurus's axe with one hand. Both Lucy and the Zodiac Spirit were blown away by this. Taurus was one of Lucy's strongest spirits, and this guy stopped his axe swing with one hand!

Cloaker yawned in boredom. "Was that supposed to be an attack, or are you just offering your weapon to me?" he taunted.

The manifestation grabbed the battle axe's shaft with his other hand, spun around, and tossed Taurus into a stone wall. He then aimed and fired another dark beam at the cow-man, effectively taking him out of the battle.

"Oh no! Taurus!" Lucy yelled, worried.

Taurus's body was buried underneath a pile of rubble, only his head was sticking out. His eyes swirled as birds and stars circled above his head. "Sorry, Miss Lucy..." he moaned, and disappeared in a flash.

Cloaker sneered and examined the axe in his hand before it vanished. "Though I would appreciate the offer, axes aren't really my style."

A purplish-black haze formed in his hands and took the shape of a deadly-looking scythe. He laughed madly and twirled the weapon in his hand. "Now THIS is a weapon."

"And this is a kick to the face!" a loud voice shouted.

Cloaker rotated his skull backwards to see Natsu being thrown toward him by a flying blue cat. His feet were wreathed in bright flames, which made him slightly flinch in response.

"Fire Dragon Claw!" Natsu yelled.

Before the Dragon Slayer's blazing feet could strike, Cloaker went intangible, materialized behind him, and struck him with his scythe. Natsu cried out as he crashed into the ground in front of Lucy, who quickly rushed to his side.

Natsu groaned as he sat up. "Lucky shot..." he grumbled.

"Maybe you shouldn't have given away your position like that?" Lucy suggested.

"Aye," Happy agreed, hovering next to the duo.

The blonde wizard turned to the blue cat. "Happy, Gray got taken out of the fight. Can you go see if he's okay?" She requested, pointing to the area where the ice wizard had been blasted to.

"Aye, sir!" Happy saluted as he flew away to check on their fallen comrade.

Cloaker let out another round of creepy, raspy laughter. "Just give in. You don't stand even the smallest chance against me." He became invisible once more.

"Where'd he go?" Lucy stammered.

Natsu growled and returned to his feet, balling up his fists. His sense were on high alert as he glanced around, searching for even the smallest indicator of Cloaker's location.

"This resistance of yours is in vain. Anything that you throw at me, I can simply become intangible to avoid it. You have failed your friend, and now you too shall share his fate in oblivion." Cloaker's eerie voice echoed around them.

"You talk too much, ugly." Natsu retorted.

All of a sudden, Cloaker appeared in front of Natsu and backhanded him to the ground. "Oh, and you don't?" He held the scythe to the Dragon Slayer's throat, millimetres away from slashing it. Natsu's fingers dug into the ground and he gritted his teeth, knowing the severity of his situation. "I've had enough of your obnoxious banter!"

Lucy gasped in terror and, without hesitation, sprinted toward her friend. "Natsu!"

Sensing the weak blonde running toward him, Cloaker snarled and rammed the butt of his scythe into Lucy's gut. The Celestial mage bent over in an L-shape, hacking up a bit of blood. Natsu instantly froze while his eyes widened like dinner plates. Cloaker then smacked the scythe's shaft into Lucy's face, sending her to the ground in a painful daze.

Erza, who was just regaining consciousness through the cloud of pain in her body, gasped at the sight. "LUCY!"

"I have the taken the form and possess the strength of one of Braedey Martin's greatest enemies. What chance do any of you lowly wizards have against me?" Cloaker said snidely.

Natsu snarled viciously as primal rage consumed him. "You BASTARD!" He roared. Suddenly, his entire body ignited into a large inferno. The grass in the area instantly burned away and the ground charred and became burning hot. "NOBODY HURTS MY FRIENDS!"

For the first time, Cloaker cried out in pain and flew back into the darkness. Erza's eyes widened from what she had seen. She had caught a quick glimpse of Cloaker's skin smoking when he was near Natsu's bright flames before he retreated into the shadows. She then remembered two scenes from the memory the team had witnessed, and that's when it dawned on her.

"I am such a fool!" Erza chided, regaining her footing. She turned her lethal gaze to Cloaker, who had reappeared further away from Natsu. "You claim to possess the strength of Cloaker, which means you also possess his weakness as well!"

An apprehensive expression crossed Cloaker's ugly mug. "What?!" he shouted.

"Re-Quip!" Erza chanted, concealing her body in golden light, which Cloaker backed away from.

When the light died down, Erza was now donned in a plain, white one-piece suit that had a matching pair of metal arm and knee guards. She wore a pair of high-heeled armoured greaves that covered her calves. Her armour was mainly composed of orange and yellow leather-like material that was sported as orange wing-shape pauldrons on her shoulders and waist. Her shoulder pauldrons had white wings protruding from the centre of the shoulder guard, and the pauldrons on her waist were supported by a dark pink belt. Her crimson hair was styled in tangled buns on top of her head, and she also wore a silver choker around her neck that featured a reddish-pink gem.

"Morning Star Armour!" Erza shouted, with twin blades in her hands.

Lucy groaned, as she steadily lifted herself off the grassy ground. She cringed when she felt the stinging bruise on her face. She glanced up to see Erza sporting a new suit of armour she hadn't seen before and Natsu consumed in bright, intense flames.

The Fairy Queen leapt into the air, charged up her blades with magic power, and discharged twin waves of light. Natsu shot streams of fire from his feet to launch himself at Cloaker, took a deep breath, and unleashed a brilliant Fire Dragon Roar at him.

The hideous phantom howled out in anguish as he swiftly flew away from the brilliant light and flames, and into the shadows.

Lucy's brown eyes widened. The memory of Braedey pulling down the curtains and watching Cloaker burn up in the sunlight struck her like lightning.

"That's it! Light!" Lucy shook off her pain and got on her feet.

The Celestial wizard pulled out a golden Zodiac key from her belt, and thrust it forward. "Open, Gate of the Lion: Loke!"

After a flash of gold and a doorbell sound, Loke appeared in front of her. His orange hair was spiked up and he wore a white button-up shirt, black jacket and pants, red tie, and a pair of shades.

Loke turned to Lucy with a confident smirk. "Well, hey there, gorgeous. Did yah miss me?"

"Loke, we really need your help right about now." Lucy said urgently.

He looked at the unsightly phantom-like monster Erza and Natsu were battling, and slightly shivered in disgust. "Damn. The hell is that thing?"

"Long story, but your light magic is its only weakness!" Lucy inputted.

"Is that right?" Loke paused when he saw the bruise on Lucy's face. He narrowed his eyes and glared at Cloaker, loosening his suit's cuffs. "Well, I certainly wouldn't wanna disappoint that beautiful face."

With that, Loke rushed into the fray. Erza and Natsu landed on the ground several metres apart. They were taken by surprise when Loke jumped in the middle.

"Hey there, guys, miss me?" He greeted.

"Loke?" Erza questioned.

"Nice to see yah again, man." Natsu grinned. "Yah mind helping us take out this trash?"

Loke's expression darkened. "This thing put a bruise on my master's gorgeous face. So, Natsu," bright golden light began to generate off his body, "it'll be my genuine pleasure."

Cloaker backed away cautiously, unnerved by yet another opponent with light-based abilities. "You will not win! You will all fall! Nothing can stop us now!"

"You hurt our friends, you ugly bastard!" Natsu shouted, the flames around him growing hotter. "There's no way in hell we're gonna let you get away with that!"

"Agreed," Erza's visage became stone-like.

"Nobody lays a finger on my master, without facing my wrath." Loke said coldly.

"RAGGGH!" Cloaker fired a dark beam from his intestines, which the trio avoided by diving out of the way.

Lost in his rage, Cloaker was taken off guard when Erza flew up and sliced his scythe in half.

"WHAT?! BUT HOW!" He cried incredulously.

Erza swung her twin swords forward, releasing two enormous waves of yellow light. "Photon Slicer!"

Cloaker wailed out in pain, as the light attack cut into his body, causing smoke to pour out.

"Time to end this!" Natsu leaped into the air. "Dragon Slayer Secret Art:" the fire coursing around the pink-haired wizard became extremely hot while his eyes shined bright gold. Natsu produced long torrents of fire from his arms, which moved toward Ghostfreak in a spiraling formation. "Flame Lotus, Exploding Flame Blade!"

"Now, the big finale," Loke moved his arms in a circular motion and shot out a large blast of brilliant, golden light. "Regulus Blast!"

The Regulus and enhanced-Dragon Slayer magic combined, engulfing the being of darkness in a swirling ball of brilliant light and scorching fire that resembled a miniature sun. Cloaker howled out in utter agony. His body became charred and quickly broke apart. The manifestation let out one last painful wail until the two magical attacks vaporized him into nothingness.

Erza and Natsu returned to the ground while Loke pushed up his shades. The trio examined the area for any trace of their foe, none were found. They had won. With that, they powered down their respective magic powers.

Loke smirked. "Well, that wasn't too hard."

Lucy rushed over and gave the orange, spiked-hair spirit a hug. "Great job, Loke!"

Erza re-quipped into her Heart Kreuz Armour. "I can't believe I forgot that his weakness was light! It was shown to us clear as day in the memory we had seen prior to this battle." She berated herself. "Please, I need someone to hit me for my folly!"

Loke glanced at the redhead and cocked a brow in confusion. "Memory?"

A groan caught the group's attention. They turned to see a banged up Gray slowly walking toward them with Happy flying next to him. His right hand was held over a nasty burn spot on his abdomen, and his body was covered in numerous cuts and bruises.

"Gray!" Lucy said, concerned. "Are you okay?"

"He certainly looks worse for wear." Natsu quipped.

"Shut it, flame-brain!" Gray snapped.

"Not now, guys!" Lucy exclaimed, not in the mood to see the idiot duo fight again.

Gray sighed and stood up. "Don't worry. My injuries aren't too bad. I just wasn't expecting that thing to fire an energy beam at me."

"None of us did." Erza conceded.

"What exactly was that thing? And what did Erza mean by seeing a memory before the fight?" Loke questioned.

"I believe I can answer that." A familiar voice called out.

Team Prime and Loke turned to see Alpha Trion standing before them with his hands behind his back.

"Uh... what's that?" Loke asked, dumbfounded.

"Hey man, why didn't you tell us what that Ghost-dude's weakness was before you left?!" Natsu demanded.

Alpha Trion looked at him incredulously. "You are an utter buffoon! You just witnessed Braedey using sunlight to destroy him in the previous memory. Did you all forget already?"

The group looked away sheepishly whilst Natsu blinked until it finally clicked. "Oh... heh... our bad." He rubbed the back of his head, smiling roguishly.

Alpha Trion groaned in exasperation.

"Can someone please tell me what's going on here?" Loke asked, annoyed.

Braedey's subconscious and the team, mainly Erza and Lucy, then spent the next three minutes bringing Loke up to speed on their situation. Needless to say, he was shocked and appalled by it. Once all of the explanations were out of the way, Loke turned to Lucy with a determined expression.

"Well, we certainly can't let this Dark Entrapment spell kill one of our own. You need me again, gorgeous, don't be afraid to summon me." Loke stated.

Lucy smiled. "Sure thing, Loke." The Celestial mage took his key and sent him back to the Spirit World.

"Let's go." Alpha Trion stepped forward and summoned another memory gateway. "We can't afford to waste any more time."

"Alpha Trion," Erza spoke out, "these Dark Entrapment manifestations... they're going to keep coming, won't they?"

The subconscious was silent for a moment before he nodded.

"And each one we face will be stronger than the last, right?" Gray implied.

Alpha Trion nodded once more.

"How are we going to fight all of them?" Lucy wondered nervously. "Cloaker was strong enough, but the next one we face will be stronger?"

"Do not fret." Braedeys subconscious assured, turning to face them. "If there is anyone who can face these threats, it's this destructive, rowdy group."

"Yeah!" Natsu punched his open palm. "Bring 'em all on! We'll take them all down!"

"Aye, sir!" Happy chimed.

"I love your enthusiasm, Natsu, but let us get a move on." Erza ordered, stepping into the glowing bluish-white sphere.

The rest of Team Prime soon followed her into the gateway. Alpha Trion closed his eyes in deep thought.

"They are strong and determined." He glanced up at the dark storm clouds above. "But each villain they face is getting stronger. I surely hope they have what it takes to defeat them all."

Alpha Trion stepped into the sphere, heading into the next memory on their journey.

~*~*~

Meanwhile, back in the real world, Porlyusica was tending to Braedey's unconscious form whilst Makarov sat at the edge of the table. He quietly observed Braedey, more specifically, the Dark Entrapment spell's magic level. The pungent feeling of its magic almost made him want to hurl, but he never allowed it to show outwardly thanks to his endurance.

What frightened him was the fact that the Dark Entrapment's magic was going stronger by the minute. He and Porlyusica couldn't know what was happening in Braedey's mind with Natsu, Gray, Erza, Lucy, and Happy in there. However, what they did know was that Braedey's condition was taking a steady nosedive.

"Makarov," the Fairy Tail master was broken from his train of thought and turned his attention to Porlyusica. "His breathing is becoming shallower and his blood pressure is dropping gradually. I've applied a treatment to stabilize him, but..." she trailed off.

"But?" Makarov urged her to continue.

"There is only so much medicine can do." She replied grimly. "His body is failing. If your children do not free this young man's mind from the Entrapment soon, then... I'm afraid nothing can be done to help him."

Makarov lowered his head and shut his eyes. The feeling in the room grew more tense and gloomy as time passed.

"Just let me know if the time comes and his condition becomes too critical." Makarov instructed.

Porlyusica lowered her head, dejected. "I'm sorry I can't do much more for him."

"There is no need for you to be sorry, Porlyusica." Makarov reassured. "You have done everything you can to the best of your abilities. That is all I can say, but we mustn't lose hope in Natsu's group. They have pulled off the impossible before. There's nothing that will lead me to believe they won't do it again."

The healer turned her gaze back to Braedey's inert form. His chest was slowly rising up and down, his skin had turned paler since he was brought in, and droplets of sweat were streaming down his face. His condition was worsening.

Porlyusica frowned. She took a wet rag and wiped the sweat from the fallen hero's forehead. 'I surely hope you are right, Makarov.' She thought.

~*~*~

A/N: Whew, finally it's done!

Next chapter: The Entrapment, Part IV: Cold Discomfort – Team Prime voyages into more memories, and witness things that both awe and confuse them. Erza may or may not experience jealousy. They come face-to-face with more powerful enemies. Braedey's condition grows worse, and Makarov is struck with the possibility that Team Prime may fail.

Well, as always, please leave any comments or critique in the review box on your way out. Until next time...