Grace came around a corner and saw Gajeel get rammed into a tree by a spinning ring of lightning. She gasped and ran towards him. A large man with blonde hair and a black coat draped over his shoulders began to approach him, sparking with lightning. Grace's protective nature took over and she sprinted towards the two. She stood in front of Gajeel in a T-position, glaring up at the blonde male that would dare hurt him.

He smirked, "What's this? A kid's protecting you?"

Gajeel said weakly, "Grace."

The red head growled in a low and demanding voice, "Leave. Him. Alone."

The blonde smirked and laughed out loud, "Like I'm gonna listen to some kid!"

Grace was starting to lose control of her anger, "Leave now before I send you flying myself."

The blonde smirked wider as he began to spark with lightning. Grace smirked back seeing this, "Lightning? Pathetic. You aren't even a match for my power blondie boy."

He glared at the red head as Gajeel said, "Grace don't challenge him."

She just ignored him and growled lowly. Laxus was even more pissed than before now. He sparked with lightning and sent a bolt at the red head. She was able to Shapeshift into her Amur Leopardess lightning mode form first though. The lightning did nothing and she spoke without moving her mouth, "Like I said. Pathetic."

Jet said from behind the trio, "Come on Laxus you're taking this too far!"

Laxus yelled in anger, "I don't take orders from you!!"

He sent a bolt of lightning towards the trio. Gajeel was fast enough to get in front of Levy and absorb the bolt with his iron club before it hit her.

He asked, "Ya through with me now? Cause I got other things to do."

He started walking away. Grace growled one last time at Laxus before running after him. She caught up and shifted back to normal. Looking up at him she asked, "Do you want me to heal you again?"

The iron dragon shook his head. The red head sighed and stayed quiet, she knew he didn't want to talk so she would let him have his peace.

Time Skip

Everyone was gathered in the guild for the Miss Fairy Tail contest. Grace sat in the back with Gajeel. Neither of them really caring for things like this, they just played Rock Paper Scissors.

They did that until they heard the guild go silent all of a sudden. When they looked up they saw a woman in a green dress with fairy wings and light brown hair. She suddenly turned Lucy to stone. Grace gasped.

Gajeel got a bad feeling a suddenly pulled Grace with him behind the bar counter. The red head pouted as he started eating the metal plates and silverware. They listened to everything about the battle of Fairy Tail. Grace wanted to help but Gajeel wouldn't let her leave. He knew she could take out most of the members with ease but he didn't want her to.

Time Skip

All the members had fallen one by one. Only leaving Grace, Gajeel, and Natsu left. Gajeel wasn't going to let Grace fight for anything.

Erza broke free of her stone prison and went off to fight Evergreen and free the others.

After doing so everyone was freed and had either set off to fight the thunder legion or stayed behind to try to take Freed's enchantment off the guild.

Levy, Grace, Gajeel, and Natsu hung out by the entrance of the guild hall, trying to figure out a way to take off the enchantment. Lucy had taken down Bixlow and Mira had defeated Freed. When Levy finally figured it out Gajeel and Natsu set off to find Laxus and take him down.

Grace was not going to stand idly by as everyone fought there best. She remembered that those lightning Lacrima were up in the sky and needed to be destroyed. Right as she exited the guild hall Warren spoke to everyone about destroying the Lacrimas all at once. She had to think which Shapeshift would be the most efficient.

She settled for, "Shapeshift! White Leopardess! Ice mode!"

She chanted as everyone else began attacking them as well, "White Leopard's Ice Bolts!!"

A bunch of lightning shaped ice sickles shot from the air around her towards the lightning lacrimas. As they hit she quickly chanted, "Shapeshift! Amur Leopardess! Lightning mode!"

As the ice bolts destroyed the Lacrima, she felt the air around her become thick with static electricity. She braced herself, not knowing if even in her lightning mode she'd be able to withstand that much lightning. The lightning hit and luckily she was able to take it, not feeling more than a few small pinches. She smiled, baring her sharp teeth, at the sky as the sparkles rained down. She felt like Gajeel might need her help so she chanted, "Shapeshift! White Tigress! Air mode!"

She shifted into a white tiger and gathered the air around her to fly over the city so she could find where Gajeel was. She found him on the ground, hurt. She quickly flew down to his side and looked at him. He looked fried, most likely from Laxus' lightning. She would give Laxus a beating later, but right now she had to get Gajeel healed as much as possible. She placed her paw over his chest and chanted as it began to emit a light grey glow, "White Tiger's Full Body Heal!"

The dragon slayer's injuries began to disappear as if they were never there, until he was completely healed. He woke up shortly after and saw the red head looking down at him with a small smile, "Sup."

He moved, expecting to feel lots of pain, but felt nothing. He looked at the girl and asked, "Am I dead?"

She laughed, "No! I just healed your injuries."

He stared at her for a minute, she didn't look exhausted at all. He knew he had lots of injuries so if she healed him completely then she should be passed out on the ground right now. He asked, "How are you not out cold right now? Didn't that use a lot of your strength?"

She smirked, "That's another difference between the powers I have and magic. My power is unlimited. As long as I'm still conscious I can still Shapeshift. And as long as I can still Shapeshift I can still use my elemental attacks, or healing powers, to their full potential."

The male stared at the red head in awe, he didn't think she was THAT powerful.