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Jellal and Erza, somewhere on Nirvana, hear the explosion near the Throne Room when Midnight suddenly appears behind them, stating that "Father" can be cruel, as he enjoys taking away his fun. Identifying Jellal and Erza as the last of the intruders, Midnight states that he hopes that they don't bore him. Hearing this, Jellal asks Erza to step back so that he may do battle with the Dark Mage. However, Jellal is easily defeated by Midnight and, after watching her friend be ridiculed, Erza concludes that Jellal lost due to the fatigue he acquired after casting the Square of Self-Destruction.
Initiating the battle with a quick swing of her sword, Erza's slash mysteriously misses Midnight; he looks at her with interest and asks her if the time to serve the main dish has arrived. Ignoring Jellal's plea for her to get away from Midnight, Erza requips a much bigger sword and slashes at Midnight once more, however, the result is the same as before, causing her to be pushed back. Just then, to her surprise, Erza's own Heart Kreuz Armor suddenly twists around her body, trapping her; utilizing her Magic, she escapes by requipping into her Heaven's Wheel Armor and realizes the true properties of Midnight's Magic. After confirming its effects himself, deflect incoming attacks and even create illusions by bending light.
In response to this, Erza requips a great number of swords and sends them flying towards Midnight, though he deflects them regardless and asks her if she thought that sheer numbers would make a difference against him. The deflected swords then make their way back to Erza and the woman, utilizing a sword in each of her hand, manages to successfully defend herself; her armor twists once more around her body, leaving her trapped. Midnight tells her that he wants to see more agony on her face. Even though she's trapped, Erza manages to throw her sword towards Midnight but he dodges it and comments that she's impressive, all before he casts Spiral Pain, resulting in Erza collapsing, heavily injured.
Midnight asks Erza to not die quite yet, as he needs her to entertain him until they reach Cait Shelter; Jellal asks him why they're targeting Cait Shelter, to which Midnight replies that the Mages belonging to Cait Shelter are the descendants of the Nirvit, the creators of Nirvana, and are, as such, the only people capable of sealing it away. It is then that Midnight declares that they'll use the power of Nirvana to start a great war in which everyone slaughters each other, earning him a remark from a disgusted Jellal. Midnight retorts that Jellal shouldn't act like such a righteous man because he himself is a foul, depraved, evil man with blood on his hands. Though Jellal looks regretful and insists that it's not true, Midnight tells the man that it is indeed true, telling him that he killed his friends, attempted to kill Erza, and cast many people into abject misery. Now stretching out his hand, Midnight invites Jellal to join him, stating that he'll make a wonderful addition to the Oración Seis.
At this moment, Erza stands up and requips into the Robe of Yūen, where she declares that she knows that light dwells within Jellal, prompting Jellal to smile as he remembers when Erza scolded him about life. Midnight comments that Erza is as impressive as the rumors say she is, adding that she truly is worth destroying; Erza replies that she will put an end to their plans without fail.
Erza quickly runs up to Midnight and slashes him with her spear, though it is deflected, earning her a statement that speed is irrelevant when his Magic is involved. Undeterred, Erza swings her spear once more, though the same outcome is reached: her spear misses. Midnight's superiority doesn't last, however, as Erza immediately follows up her swing with a swift punch to Midnight's chest, sending the Dark Mage flying.
While Midnight is on the ground, Erza announces that she has discovered the two great weaknesses of Midnight's Magic: he cannot distort human bodies the same way he can distort objects and Magic, adding that if he could distort human bodies, he would have targeted her body instead of her armor. Midnight gets up and states that even if she knows that, it does not prevent him from strangling her with her own clothing, twisting Erza Robe of Yūen around her as he does so. At this moment, a myriad of swords appears above Midnight and rains down upon him, successfully hitting their target; Erza notes that a while ago, while he was twisting her armor, he dodged her sword normally instead of deflecting it. The second weakness of Reflector is that it can only target one thing at a time, as Midnight dodged Erza's sword normally while she was under the influence of his Magic, leaving him unable to use Reflector on himself as well. Suddenly, Midnight's hold around Erza is loosened; she breaks free of his Reflector, stating that her armor is made of an elastic material that renders his Magic useless against her. Making another jab, Erza tells Midnight that against her, his Magic has three weaknesses.
Maliciously looking at Erza, Midnight tells the Fairy Tail Mage that if he had been quicker, then she wouldn't have to face the terror that is to come. Struggling to get up, Midnight tells Erza that when the clock strikes midnight, his distortive powers reach their peak; Midnight begins to transform into a grotesque monster. The monstrous Midnight tells Erza not to blame him for anything that follows and attacks her with a black of Darkness Magic, blowing her away. Following up this assault, several of Midnight's tentacles go forth and stab Jellal and Erza, severely wounded. Ignoring their cries for pain, Midnight tells them not to die to quickly, as the fun is only just beginning.
With Jellal in his sights, Midnight tells the man that after the slave revolt, his only wish was to find somewhere safe to sleep, all before swallowing Jellal whole. Listening in, Erza realizes that Midnight too was a slave from the Tower of Heaven. The monstrous Dark Mage then turns to her and tells her that she too is at fault for having ignored the sufferings of her fellows for years; figures of Rob and Simon appear before her. In anger, Erza slashes her spear at Midnight but, suddenly appearing as her younger self, she comes to see that she has slashed Rob and Simon. When Midnight comments on how cruel she had been, Erza attempts to slash him once more, but sees that she has missed her target and slashed through Jellal. Now overwhelmed by Midnight's power, Erza finds herself locked in the clutches of the monster.
However, Midnight's illusory hold on Erza breaks and she slashes through his real body with her spear, leading a confused Jellal to question as to the reason that they are fine; Erza explains that what they experience was a mere illusion. Shocked, Midnight wonders how Erza was able to break free of his ultimate illusion, to which she states that as she has an artificial eye, illusions don't affect her. Falling, Midnight rejects his loss, stating that as he is the greatest, undefeatable, and most powerful of the six, his defeat is impossible. Hearing this, Erza scolds Midnight, telling him that those who laugh at the misfortunes of others can never hope to achieve the heights of victory. Now completely defeated, Midnight falls and releases his prayer of wishing to sleep peacefully in a quiet place. With the battle now officially over, Erza tells Midnight that if he does not wish to be defeated in the future, then he must learn to be aware of his own weaknesses and be kind.
Meanwhile, Natsu, Gray, Lucy and Happy have an argument with Klodoa, Brain's staff, leading to a small skirmish. This is cut short, however, as Klodoa notices the final mark disappear from Brain's face. Horror-struck, Klodoa mentions that he will now make his arrival; Brain opens his eyes, but rather than their usual color, his sclera have become red, and his gaze menacing. Cowering, Klodoa explains that Brain has a destructive alter ego, Zero, that is sealed away by the Organic Link Magic cast on himself and the Oración Seis. Noting that with the defeat of the Oración Seis that personality will now awaken, a figure appears behind Klodoa and he stutteringly welcomes his Master: Zero.