Gajeel Redfox, Panther Lily and Team Shadow Gear are off searching for their missing clock piece on a distant mountain, when Gajeel notices that someone is watching them. The team realize that it is Samuel of the Legion Corps, hovering above them. The blue Exceed states that he's there for the same reason as them. Samuel then introduces himself and proclaims that he is the most intelligent of the Legion Corps.
Panther Lily states that he will take care of Samuel, telling the others to search for the clock piece. Samuel recognizes Panther Lily as a senior figure and says that as Exceeds, they should be friends; however, Panther Lily disagrees. After Gajeel tells Panther Lily not to lose, as he and Shadow Gear will be off finding the clock piece, Samuel and Panther Lily discuss how the latter is able to support and side with Humans. After a brief talk, they both then change into their battle modes and prepare to fight.
Panther Lily raises his Musica Sword, and Samuel enlarges his claws as weapons, and they clash in two strikes then distancing each other. Panther Lily charges again with his Musica Sword, which Samuel easily dodges, irritating Panther Lily, to which he then yells at Samuel to fight fair and square. Samuel disdains Panther Lily for being dim-witted, and not planming out his attacks ahead of time like himself, and proceeds to fire a beam of purple energy from his claws, which immobilizes Panther Lily, and follows up with a roundhouse kick to Panther Lily's face, knocking him a few feet into the ground. Samuel gloats that the training the legionaries receive far exceeds what Panther Lily could ever accomplish, as they've been trained to deal with any type of situation, commenting that everything is going according to his calculations. Panther Lily then unexpectedly breaks from the ground a few feet behind Samuel and attempts a rend with his sword, but Samuel dodges, calling him a tenacious little cat.
Panther Lily attempts another slash at Samuel, but this time Samuel jumps, dodging the attack, and comes up from behind Panther Lily, grabbing his neck, and begins gloating about his superior intellect and martial art styles. He continues saying that he's been distracting Panther Lily while whatever is inside the mountain deals with Gajeel and Shadow Gear. Panther Lily, seemingly tired of Samuel's brash gloating, hammers his back against a rock, knocking Samuel off. Samuel compliments Panther Lily's use of wit.
Panther Lily then asks if he was sent to Earth Land at the same time Carla and Happy where, and verifies his question that he in fact was. Panther Lily then questions why he's working for the legion in the first place, when he should have tried to contact his own kind. Samuel replies that right after he was born he was found and raised in Zentopia, commenting that Byro Cracy cared for him as well. He then answers Panther Lily's question by saying his debt to Byro and Zentopia is more important to him than the Exceeds or Edolas.
Panther Lily attempts another slash, again dodged by Samuel, and retaliates with a kick that sends Panther Lily falling into hole created by Gajeel. Samuel comments that everything has thus far gone to his calculations, and that he will defeat Panther Lily. Abruptly, Gajeel defeats the Clock Part Guardian in a single blow from his Dragon Slayer's Secret Art: Karma Demon: Iron God Sword. Samuel, befuddled by Gajeel who has exceed his calculations, has a mental break down and no longer has any idea what to do or how to proceed with the battle at hand. Panther Lily scoffs at him, telling him he still lacks experience, which infuriates Samuel, causing him to attack brashly, without any plan. Panther Lily easily grasps his arm and tells him he's wide open, and hurls him towards the ground, defeating Samuel.
Samuel begins to cry over losing, saying he'll take more detailed calculations, commenting that next time, he would not lose to a "musclebound cat". Hearing this comment about him, Panther Lily angrily kicks Samuel away and sends him flying and screaming.