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The Alvarez Empire's assault on Ishgar begins with Ajeel and his squad appearing near Magnolia Town, using flying battleships to surprise their enemy. Ajeel orders his soldiers to fire at the town, however, the attack is rendered futile as Freed's Jutsu Shiki barrier blocks it. With Mavis putting one of their plans into effect, Bisca prepares herself to take part in the strategy, while Natsu, Gajeel and Wendy, supported by their Exceed, attack the enemy from air. This Flying Dragon Squad then proceeds to destroy several battleships, thus allowing Bisca the time to fire a refurbished Jupiter at the enemy fleet. Seeing this, Ajeel swiftly deflects the blast, but the scattered beams destroy many of his ships; the Dragon Slayers then land at the main ship, where Ajeel awaits, but forget about their motion sickness and succumb to its effects. Ajeel attempts to take advantage of this, but before he can, the bow of the ship is sliced off, causing the Dragon Slayers to fall with it. The culprit is revealed to be Erza, who tells the Exceeds to take their Dragon Slayers and stands before Ajeel, proclaiming that she will be the one to cut him down.
The battle begins and Erza requips into Heaven's Wheel Armor, launching her Circle Sword at Ajeel, who effortlessly defends himself, claiming that such attack won't even scratch him. However, Erza quickly follows with her next armor, Black Wing Armor and uses Moon Flash, which Ajeel evades at high speed. He wonders how many people stronger than Erza are at the guild and Erza warns him not to underestimate Fairy Tail, however, Ajeel dodges yet another attack and Erza's body is suddenly getting enveloped by his sands. Ajeel smirks, stating that Erza isn't even worth underestimating as she continues to fall prey to the sand, wondering why her Requip isn't working properly. She continues to struggle against the surrounding sands, with Ajeel revealing that her body's water will soon dry up.
However, after Lucy, elsewhere in the town, knocks out Marin, Erza can feel her Requip working again and dons Wind God Armor, blowing the sand away and swifly striking Ajeel, who is thrown into the ship's wall by the impact, even though he appears unfazed afterwards. Elsewhere, as Natsu is fighting the members of Ajeel's squad, he punches Bakel with such force that he's thrown into air, crashing right through Ajeel's battleship. This distracts Ajeel and gives Erza courage to charge at her enemy, slashing him with her two swords in a cross patern. As he heavily bleeds from his chest, Ajeel is shocked to see Erza perform such a feat just as she cuts him one more time, revealing that she's in a possession of Sea Empress Sword that hardens Ajeel's sand. Enraged, Ajeel unleashes a vortex of sand, however, Erza quickly gets rid of it with Wind God Sword, stating that she's seen through his Magic, as sand has too many weaknesses. Ajeel smirks, asking if she can do the same to a sandstorm that suddenly seems to cover an entire ship, as Erza notes. However, Ajeel corrects her, revealing that the entire town is affected by this.
Seeing this, Erza fully realizes the might of their enemies just as Ajeel welcomes her to his sand world, calling himself a god of that space. He launches blades of sand at Erza who ends up being pushed back, with Ajeel provoking her further. She attempts to slash through the sand, temporarily dispersing it, however, Ajeel appears right in front of her and grabs her by the neck, holding her midair. He continues telling her to worship him as a god, while his ability sucks away the water from Erza's body. Even though she's greatly suffering, Erza states that no one from the guild would ever bow down to such a god, claiming that they have their own beliefs and requips into Morning Star Armor. Thinking that Erza's action will be of no help to her, Ajeel creates an axe of sand, ready to take her head. However, the light from Erza's armor is noticed by Bisca, who, at the ground, is waiting with a charged Jupiter and so, she fires the cannon to the light's direction, hitting the target. Unable to believe this, Ajeel is blown away and Erza, now in her Nakagami Armor, quickly slashes through Ajeel, defeating him with her Nakagami Starlight, which causes the sandstorm to finally disappear.
With the ship being destroyed by Bisca's Jupiter, Erza, now completely exhausted, is seen falling down from afar by Natsu, who rushes to her side, followed by Wendy and Happy, while Gajeel, Panther Lily and Carla stay to fight the rest of Ajeel's soldiers. Natsu manages to catch Erza just in time, before she hits the ground and worried, he questions her wellbeing. Erza opens her eyes, much to Natsu's relief, who tells her that Wendy is on her way. Erza doesn't say anything, just raises her fist in a victory pose and Natsu smiles, seeing that she's fine.
Meanwhile, the battles of Magnolia continues. Lucy and Cana have to deal with Brandish, while Gray's group faces Wall's soldiers and the Thunder God Tribe is found by Wall himself, at Kardia Cathedral.