Episode 138

 is the 138th episode of the Fairy Tail anime. It first aired on July 7, 2012.

Synopsis
At the Fairy Tail guild, Alzack, Bisca and Asuka sit and read the Key of the Starry Heavens book, with Asuka seeming uncertain over the ending. In the guild hall, Macao expresses his worry over Romeo, with Kinana and Wakaba listening.

Romeo himself is in some trouble though, with Byro Cracy having arrived on Kanaloa in the underground ruins. As Natsu laughs at the older man and the octopus, he suddenly realises that should he beat Byro, he will in turn be surpassing Gildarts, who failed to best the man. With this in mind, the two engage in battle, but Kanaloa's squishy body and deadly ink prove to be more formidable than first thought. As Kanaloa fires, Lucy and Natsu save Coco and Dan from the attacks, yelling at Byro for almost harming his own allies, but Byro dismisses this by stating that any member of the Legion Corps is prepared to throw their life away for their goals. As he talks of all the lives being lost, the clock piece in the wall behind him starts to glow with strange golden symbols.

The clock piece being held by Mary Hughes also begins to glow, and Mary states that she needs to get it home soon. Upon hearing this, Elfman, Lisanna and Mirajane vow to not let her escape, and Mary Hughes decides to teach the group a lesson. She uses her Command Tact on Mirajane, forcing a Satan Soul clone of Mirajane to separate itself from the woman. Using the strength and speed of the clone, Mary Hughes begins to attack and surpass Elfman, as Lisanna watches and wonders what to do.

Concurrently, Gajeel, Levy, Jet, Droy and Pantherlily are returning after having collected their clock piece, annoyed that Samuel has been following them the whole time. After asking what the Exceed wants with them, Samuel asks Pantherlily for a private talk. Also returning home with their part are Erza, Wendy, Cana and Carla, who are all shocked to find themselves still wearing the dark skin-tight suits of the Jiggle Butt Gang. They disregard the fact though and sit down for another picnic, only to be encountered by the Jiggle Jugs Gang, a trio of large, chest-wobbling women who try to make them leave the area, claiming it to be theirs. When they overstep the line and try to eat Erza's picnic food, Erza summons forth Demon Blade Crimson Sakura and makes short work of the women, whilst Cana, Wendy and Carla shake their buttocks and watch on.

Meanwhile, Mary Hughes uses Mirajane's Satan Soul clone to quickly overpower both Elfman and Lisanna. Awakening to see her siblings in danger, Mirajane wonders what to do. When her clone fires a deadly Magic ray at the trio, Mirajane springs into action and uses Take-Over: Demon Halphas to block the attack. Despite the master having forbid her to use it, Mirajane moves to turn the fight around.

Also trying turn the fight around are Natsu and Lucy, with Lucy summoning Aquarius to counter Kanaloa's ink. However, when Natsu and Romeo move in for the attack, the pink octopus is still able to counter them. After yelling at Byro for taking the clock part that belongs to her, Lucy is told by Byro that he is not stealing the part, but safekeeping it. Byro goes on to explain that the parts of the clock go together to make the "Infinity Clock", and should this happen, the world will end. He states that the Zentopia Church's Archbishop has ordered the Legion Corps to collect all of the pieces to prevent this from happening, as they believe the pieces to be too dangerous in the hands of a mere Mage guild. However, the Fairy Tail Mages soon point out that should Byro's words be true, nobody should have the clock pieces, and they should be left where they are. This slightly shocks Byro, who just replies by saying that whatever the Archbishop has declared must be correct, therefore justifying his retrieving of the parts.

Concurrently, Kinana collapses at the Fairy Tail guild, her arms glowing purple and her eyes wide with shock. She begins to say that she can hear everything and that "it is near", before fainting. Macao consoles the other guild members by saying that she has had fits of this sort before, and he and Wakaba then seek Makarov for assistance.

In her fight against Mary Hughes, Mirajane gets the upper hand with her advanced Take-Over. However, Mary Hughes declares the fight not over and uses her Magic in taboo to merge herself with the Satan Soul clone. Now one, Mary Hughes attacks again, but Mirajane is still able to overpower her. As she scolds Mary Hughes for her ways with the Zentopia Church, Mirajane strikes one final time and knock Mary Hughes out, with Elfman and Lisanna watching on in shock.

At the underground cavern, Lucy vows to get all of the clock parts anyway and she and Romeo use their Magic to hold down Kanaloa whilst Natsu finally takes out the annoying octopus. Having jumped off his friend, Byro declares their actions to be blasphemous, but also notes that he senses all of the clock parts coming together soon at their location. Knowing he needs to have secured the two parts in his location before that happens, he moves to engage the group seriously.

Whilst talking privately to Pantherlily, Samuel brings to light that Exceed perceive time differently to humans, and that due to this there was something in the Key of the Starry Heavens book that leapt out at him. As he moves to explain, Asuka is seen at the guild claiming to hate the book, The Zentopia Archbishop sets out candles in preparation for "the end", and Gildarts and Laki arrive at a serene location.

Fights

 * Elfman Strauss, Mirajane Strauss & Lisanna Strauss vs. Mary Hughes (Concluded)
 * Natsu Dragneel, Lucy Heartfilia & Romeo Conbolt vs. Byro Cracy & Kanaloa (Started)
 * Erza Scarlet vs. Jiggle Jugs Gang (Started and Concluded)