Lucy has been captured by tow of the Element 4 from Phantom Lord and fairy Tail is attacking Phantom Lord's members. The fight is going well for Fairy Tail and Gajeel enters the fray. He knocks away Nab and Elfman attacks him. They trade blow for blow and Gajeel takes out some of his own comrades and this distracts Elfman and Gajeel punches him in the face and sends him backwards and Natsu uses Elfman to jump off of and attack Gajeel and knocks him into the wall. Elfman is mad that Natsu interfered in his fight but lets him continue the battle against Gajeel. The two Dragon Slayers continue their duel as they each trade blows and seemingly can't harm the other.
Makarov is furious and enters Jose's chambers and punches Jose with a giant fist only to find out that it is a thought projection and he has fallen for a trap. Aria of the Element 4 appears behind him and uses his power. Makarov falls to the floor and states that he has lost his power. Erza realizes that the tide of the battle has turned and that they must retreat. She orders them to retreat and several don't want to but she tells them that they must. Natsu hears Gajeel talking to Aria about the fact that they have captured Lucy and yells at Gajeel and Gajeel says that they will continue their battle another time. Gajeel and Aria disappear with Aria using his magic and the Phantom Guild members chase the Fairy Tail members out of the building. One of the Phatom Lord members is caught by Natsu and dragged from the fight and Natsu "persuades" him to tell him where Lucy is. the member doesn't know and after getting the flame treatment from natsu he tells him that the Phantom Lord headquarters is ahead and she might be there.
Jose enters Lucy's cell after she has awoken and she demands to know why he kidnapped her and why he attacked Fairy Tail. He tells her that the attack on Fairy Tail happened because the real reason for their mission was to capture her and bring her to her father, on of the richest men in the land. She is angry that her father would do this. She tells Jose that he has to let her go because she has to go to the bathroom. He thinks that it's a trick and gives her a bucket to use. Lucy is shocked but begins to act like she is going to use the bucket and shocks Jose who turns away to be polite. She kicks him in the groin and heads for the door only to find out that they are in a sky tower and he is blocking the only way out. He is in severe pain and furious that she did that. He approaches her and says that she will be punished but she jumps off the balcony and thinks to herself that she had heard Natsu and she calls for him. Natsu arrives in the nick of time and saves Lucy. She thanks him ans he wants to bust into the building and take on the guild himself and Happy says that they must return to Fairy Tail because Erza has ordered them to. Lucy starts crying as Happy chides Natsu and reminds him of all that had just happened. She says that all that has happened is her fault and Natsu and Happy are confused and they grab her and run back to Fairy Tail.
Jose sees them leave and says that he will punish all of them for what has happened...