When a walking Phantom Lord Guild arrives in Magnolia Town the shoot Magical Convergent Cannon: Jupiter that could have eliminated all of Fairy Tail in one shot if Erza Scarlet had not requipped into her Adamantine Armor and took the blow of Jupiter by herself. Her heroic act knocks her out of commission. Jose Porla demands that Fairy Tail hands over Lucy Heartfilia because they have no more chances of victory with Makarov and Erza knocked out. The whole guild is on Lucy's side and does not comply with Jose's demand. This angers Jose and he tells Fairy Tail to tremble in fear for fifteen minutes as Jupiter recharges. He also releases his Shades, created from his Darkness Magic, to attack the Fairy Tail Mages. They are given two choices: be annihilated by Jupiter or his Shades. This causes Fairy Tail to split into two groups. Elfman, Gray Fullbuster, Happy and Natsu Dragneel infiltrate the Phantom Lord Guild in order to stop Jupiter while the remaining Fairy Tail Mages will defend the Fairy Tail Guild from the Shades.
Natsu is later able to destroy the Lacrima that charges Jupiter from inside the Phantom Lord Guild and this inspires the members of Fairy Tail to annihilate the enemy. However, Jupiter's destruction causes Jose Porla to activate the strongest weapon of Phantom Lord, the Super Giant Mage Phantom MK II. From the outside, the Fairy Tail Mages notice that the Giant Mage is beginning to write symbols and they realize it's a Magic Seal, particularly the seal for Abyss Break, a forbidden destructive Magic that makes use of all four elements. After Totomaru's defeat at their hands, Happy informs the group of this and they decide to split up and find the power source of Abyss Break to stop it.
As Elfman runs down one of the halls of the Phantom Lord Guild, an eye appears out of the ground and Sol of the Element 4 springs up from it. He introduces himself as Monsieur Sol. Elfman tells him his timing is perfect, he could force Sol to tell him how to stop the Giant Mage. He transforms his right arm into Beast Arm: Black Bull. Sol asks him if he's sure with just his right arm and then says that it seems the rumors are true. Elfman tells him he's had enough of his blabbing and attempts to hit him with his Beast Arm, but Sol dodges. Sol inquires if he had a little sister and this distracts Elfman for a second that Sol is able to cast Sable Dance which causes sand to swirl around Elfman. When the sand clears, Sol is suddenly behind Elfman and then he attacks him with Roche Concerto, causing rocks to hit Elfman.
Sol taunts Elfman with his bad memories, reminding him of how Lisanna died because of his failure at a Full-Body Take Over. Elfman transforms his arm into Beast Arm: Iron Bull and attempts to hit Sol again, who dodges and wraps himself around Elfman's right arm and leg. He tries to unbind Sol using his other hand, but since it doesn't work, he tells "Moncher Sol" to unhand him. Sol corrects his pronunciation with a kick in the face. Elfman notes that Sol is much stronger than he looks.
Elfman comes in for another hit at Sol, but is stopped when he sees an Earth Clone of Lisanna made by Sol. Sol apologizes and states that when Elfman stepped on him earlier, he read a gap in his memory and created Lisanna out of it. He tells Elfman that he has a precious little sister and asks where she might be now. Sol adds that he has been rude, because Lisanna's buried in the cold, dark ground. Elfman's Beast Arm fades away just as the Earth Clone of Lisanna opens its eyes and calls out to Elfman. He attempts a Full-Body Take Over, refusing to be deceived, but Sol surrounds him with multiple Earth Clones of Lisanna. This distracts him and he fails the Take Over. Sol notices that Elfman's Magic Power has weakened considerably and tells him to not to try to do what he can't handle. Elfman retorts that Sol should fight him like a man, fair and square, fist to fist. Sol returns all the Lisanna Earth Clones to dust and states that he cannot accept Elfman's questioning of his manliness for he has no right because he is trash that killed his own little sister.
Sol casts Platre Sonata, a spell that forms a fist out of plaster that punches the enemy, and sends Elfman crashing through a hole. Through that huge hole, Elfman sees Mirajane being slowly crushed by the Giant Mage. Sol explains that she is being punished for attempting to deceive Jose. Sol taunts him when he realizes that Mirajane is Elfman's older sister who was once feared as the "Demon". He told Elfman that he'll see his older sister die before his very eyes, just like with Lisanna, his younger sister.
Sol says that Elfman is just an impotent Mage who spouts nothing, but bluffs about manliness and as a gentleman, he cannot forgive him. He will give Elfman eternal suffering as he becomes one with the land. He casts his Merci la Vie and slowly turns Elfman to stone. While in a trance, Elfman sees old memories he shared with Lisanna. The first one is when he was still young, crying at his dead parakeet's grave and Lisanna came to comfort him and says that all living things die some time, but if he remembers them they'll live forever in his heart. Young Elfman rejects Lisanna's comfort and this makes her cry. The second memory is of the time they went to help Mirajane in an S-Class quest and they were saying goodbye to Natsu and Happy for a while. Elfman tries to tell them not to go to that mission or at least take Natsu with them, but the memory fades out. The third and probably the worst memory is when he was taken over by the beast and lost his reason. He injured Mirajane, who told Lisanna to run. But Lisanna didn't leave and tried to talk to Elfman, saying that he can't have forgotten her and Mirajane because they both love him very much and they should head home. This didn't snap Elfman back to reason and he tosses Lisanna away with much force and this causes her supposed death. The fourth memory came, and it was of him and Mirajane crying at Lisanna's grave. In the memory, he is seen blaming himself for Lisanna's death, but Mirajane tells him that it isn't his fault and that Lisanna told him that all living things die some time. They promise to live on to their fullest in Lisanna's stead during that time. The almost-statue Elfman sheds a tear when he is snapped back into consciousness by Mirajane's voice.
Elfman sees Mirajane's tears and gets up, radiating with power. He says that he swore to never see his sister's tears again and he asks why she is crying. In fury, he asks who was it that made her cry. Elfman states that Lisanna died because he was weak and he doesn't ever want to feel that way again, and states that he wants to become a strong man who can protect his sister. Mirajane recognizes the light that Elfman radiates and tries to convince Elfman to not try to do a Full-Body Take Over. However, Elfman is consumed with light and succeeds with the Full-Body Take Over, Beast Soul. This causes Sol to panic, who becomes hit multiple times by Elfman.
Sol, suddenly scared, tries to justify his actions. He tells Elfman that all he did was give him a harsh trial for him to finally overcome his past. Sol adds that Elfman is indeed a man among men and that he believed that Elfman could overcome it. He tries to leave, but Elfman hits him so he retaliates with Platre Sonata, but Elfman is unaffected. He continuously beats up Sol until Sol is knocked unconscious. Sol is defeated and Elfman is victorious.
Elfman hears Mirajane's voice calling from the outside and he comes out and approaches her. Mirajane is slightly nervous because of the possibility that he might have lost his reason again. However, as Elfman releases Mirajane from the clutches of the Giant Mage and talks to her in his normal voice, she realizes that it was not the case. He apologizes to her because she probably never wanted to see him in that form again. He states that it was because he wasn't able to control it properly the first time that Lisanna "died". Mirajane tells him that he's lucid as he explains that there was nothing else he could do because he wanted to protect her and Fairy Tail. Once again, Mirajane tells him that it wasn't his fault that Lisanna died, he tried his best to protect them back then too. Although Elfman insists that he failed because Lisanna died, Mirajane tells him that she's still with him and reminds him of their decision to live a full life for Lisanna's sake. This causes Elfman to cry, relieved that Mirajane's all right.
Mirajane notices how the Giant Mage suddenly slowed in casting Abyss Break. When she thinks about how Abyss Break is cast using the four elements (fire, wind, water and earth), she asks Elfman how many of the Element 4 are left to which he replies that there are two left. Mirajane explains that the Element 4 is the power source of the Giant Mage and that if they are able to defeat the Element 4, Abyss Break should be cancelled. They go off to search for the two remaining members of the Element 4.