Panther Lily

Pantherlily is an Exceed, that used to work for the kingdom of Edolas as the Magic Militia's First Division Commander of the Royal Army. He is currently a member of the Fairy Tail Guild.

Appearance
His head is that of a black panther's, but with a white muzzle and a scar going down across his left eye. Like his fellow commanders (except Hughes), he wears a personal set of battle armor with a long cape draped around his body, as well as a helmet vaguely similar to that of Lyon Bastia.

However, when he reached Earth Land, he took a form, which is more typical for Exceeds, as a small, bipedal black cat with round ears. His facial features are retained, albeit in a super-deformed manner. Although he can return to his former form, he can only do so for a very limited amount of time. His guild tattoo is on his back in the same place as Happy's.

Personality
He seems to have a grumpy disposition and detests noisy people. He first appears by demanding that Byro and the hyperactive Hughes quiet down (Although Sugarboy noted that Pantherlily was in a nastier mood than usual). He also seems to have reservations about Operation ETD, unlike the other commanders. This is presumably because he does not want his own race to be destroyed, but he also said that for him Extalia is a fake country and he discarded it a long time ago. However Lily is on good terms with Mystogan as he saved the young prince from death when he was younger. Pantherlily does not discrimiate exceeds or humans and treats them as equals, unlike the exceeds in Edolas who viewed themselves as superior to the humans.

According to his Guild Card, he likes kiwi and hates thunder. He also seems to have a penchant for oversized weapons, as shown from his handling of the Bustermarm Sword and his liking for the Musica Sword.

History
Pantherlily was once an Exceed that lived in Extalia that worked for the Extalia's army. One day he saved the Prince of Edolas from a certain danger. However, his act of bringing the young prince to Extalia was considered as an act of betrayal by the elders, labeled as 'Fallen/traitor', and removed from Extalia immediately. He started to live in the human world with Mystogan. Then he trained himself and joined the Royal Army of Edolas as the Royal Captain of the 1st Magic War Division.

Edolas arc
Pantherlily is first seen with the rest of the Royal Army Captains. He first tells Byro and Hughes to be quiet, as he dislikes noisy people. When Erza Knightwalker questions him about it, she speculates that a recent military issue has made him grumpier than usual. Later, he is seen in a meeting with the rest of the Royal Staff and Faust himself. As the meeting is dismissed, he starts to voice his disapproval about the military agreement he is unhappy with, but stops and apologizes the moment he sees Faust's stare growing even more unsettling than usual.

He later appears running towards Erza, yelling her not to let the escaped Lucy Heartfilia and the "fallen" (Carla and Happy) to get away. He is then seen staring upward at them from the ground with the rest of the Army Captains after they've been cornered from both sky and ground. Later when Faust orders the initiation of Code ETD, which involves overthrowing the Exceed, he showed intense rage upon learning about the military and King's true plan. However, this does not make him falter in his duty, as when Gajeel Redfox and Happy set out to destroy the giant lacrima, Pantherlily uses his giant sword to slice away part of the floating island to prevent them from getting closer.As Gajeel tries to slash him, Pantherlily just flies away, before slashing down his massive sword and cutting away a bit more of the island along with it. He and Gajeel then prepare fight each other seriously.

Their fight starts to get intense, when Gajeel's Iron scales allow him to withstand an attack from Pantherlily's sword, but in the middle of the fight when Pantherlily mentions about being an outcast, Gajeel immediately takes a liking to him and tries to make him his cat companion. However before deciding to make him his companion, Gajeel decides to show him who's stronger and manages to smash his sword, shocking Lily. Their fight now is between hand to hand combat. Later on during their fight, Pantherlily and Gajeel observe the Dragon Chain Cannon being fired. Seeing that Gajeel ran off the fight to stop the crash, Pantherlily yelled at him for running away, only to be stunned by what Gajeel has to say "I'll be back to get you, to bring you to my guild, and if you don't come, I'll beat you up and drag you there" Pantherlily then noticed that Coco was helping the the enemy, and screamed at her to get away.

As he watched and yelled at them that it's useless to try to stop the Lacrima, he noticed that more Exceed came to push back the Lacrima, much to his surprise. He then had a flashback of how he was banished from Extalia because of helping and bringing a human back to Extalia. As he saw the Queen fall from the sky, he quickly saved her and asked if she is done lying. As the queen apologized, so did Pantherlily when he said that no matter how much he tried, he could never bring himself to hate Extalia as it's his home country. He then noticed that the Lacrima Island was being pushed back, and witnessed Mystogan sending the Lacrima back to Earth Land with Anima.

Mystogan told him that he was glad to have saved his country, causing Pantherlily to thank him and referred to Mystogan as the Prince of Edolas. The celebration was cut short when Erza Knightwalker shot him through the stomach, declaring that the battle was not over yet. This angers Gajeel who later says "how dare you touch my cat." Lily is then seen watching the Dragon Slayers battle Faust with Mystogan, and is shocked when he realizes that Mystogan apparently faked being defeated by Faust to help treat Pantherlily's wounds. He then follows Mystogan into the room that produces Anima, and is stunned when Mystogan reveals his plan to transfer all Magic in Edolas to Earth Land.

Mystogan then carries out his plan, leaving the people of Edolas in distress. Mystogan tells Pantherlily that there has to be a villain and a hero and he is the villain. He tells Pantherlily to kill him, becoming the hero and the "King of the New World".

Pantherlily refuses to kill him and instead offers to be the villain because they need to quell the chaos. Mystogan is amadant that Pantherlily has a happy life. They are interrupted by somebody who says that a riot is beginning to amass outside the palace, and Pantherlily follows outside to help deal with them. When he asked how many people were involved, his subordinates replies that there were only 3 people, causing Lily to become distraught at the soldiers inability to halt the mayhem caused by only a few trouble-makers; but the soldiers further replied that the perpetrators were rather powerful, and Lily ultimately learns that the trio of rioters turn out to be Natsu, Gajeel and Wendy. Natsu claims to be the "Great Demon Lord Dragneel" and that he defeated the king and is now taking the world's Magic power. Mystogan tells Natsu to stop but Natsu just challenges him to beat him while revealing him as the prince of Edolas. It turns out Nadi overheard their conversation and told them so they decided to be the "villain" instead. Nadi tells Pantherlily to get ready for what they're gonna do next. Before all the exceeds are transferred to Earthland Pantherlily tells the prince he can take his time to rebuild the kingdom and the two bid each other farewell one last time.

Later, Pantherlily (with other Exceeds and Fairy Tail members) were sent to the Earth Land. After the Exceeds had left, Gajeel wondered about where Pantherlily was. Showing up in a normal exceed-sized form, Pantherlily requested that he join the guild that the Prince once stayed as he promised. Gajeel couldn't be happier, and held him tightly as he cried in happiness. Pantherlily then pulled the rope he had the whole time and stated that he had caught someone suspicious. As he pulled the person out, everyone was left speechless by the fact that person is Lisanna. She asks Pantherlily if he is an Exceed, to which he replies by stating his name, and Gajeel angrily asks her if she is picking a fight with his cat. When Lisanna revealed that she is actually from Earth Land and was sent to Edolas 2 years ago, Pantherlily alongside Natsu and the others help Lisanna to return to her siblings.

Tenrou Island arc
Back at Fairy Tail, everybody is acting hyper again. Pantherlily is surprised how noisy everyone is and finds it hard to believe they all have Magical power inside them. Erza explains that's how Mages are in Earth Land. She also points out that the Magic isn't important, but the hearts and people who wield it. Pantherlily tells Erza that it's comforting to see a familiar face like her's even though she's not the Erza he knew. When Gajeel propose a fight between the Dragon Slayer's Exceeds, Pantherlily refuses saying that picking a pointless fight only will get them hurt and suggested that he get along with Happy and Carla, but everybody else in the Guild started to fight. At one scene, everyone finishes fighting and is sleeping from exhaustion. Gajeel is seen sleeping, while hugging Pantherlily with one arm.

Pantherlily is later seen having a brief sparring session against Erza in his real form. The match ended short when Lily had to revert back to his chibi form, he then notes that he could only remain in his true form under a set amount of short time while he's in Earthland. He nevertheless ends up being the object of Gajeel's brags (who had apparently been overseeing the match) to Erza. The next day, at the S-Class Wizard Promotion Trial ceremony, when Gajeel gets angry about the master not picking him, Pantherlily says Erza told him the guild didn't trust him. Moments later he is seen pleased when Gajeel show his good intentions to help Levy become an S-Class.

A little before the first trial reaches the end, he and Carla fly towards the island despite not being allowed to, though Carla says that their merely going to watch. As they were flying he mentions something strange about Mest's relation to his Prince. As they land on the beach, he stated that Mystogan was a secluded person who never socialized with anyone and would put everyone to sleep whenever he was around. He also found it unlikely that Mystogan would take a disciple, so he questions about whether Mest is actually a member of Fairy Tail.

He and Carla find and confront Mest just as the red signal flare is sent up into the air, questioning his motives and identity. Pantherlily transforms into his Battle Mode and pins him against a rock, but Mest teleports out of his grip to save Wendy from Azuma's attack. Mest then explains that he is part of the council who infiltrated Fairy Tail to find information to disband them. He also reveals that he has a battle ship nearby that would arrest the guild members, Azuma however, destroyed the battle ship and engages them in battle. Lily tells everyone to stand back as he prepares for battle.

He then charges Azuma and immediately gets engulfed in an explosion. However, he presses on and successfully punches Azuma in the face. After that, the residue left behind from the previous explosion explodes, damaging him once more. Wishing that he had his sword, Pantherlily then is empowered by Wendy's Arms x Vernier, which increases both his leg speed and his arm strength. He then proceeds to dodge Azuma's explosions, and then flies high into the sky after Carla tells him to, thus serving as a distraction for a surprise attack by Mest and Wendy. However, Azuma notices the attempt and summons an enormous column of explosive flame, defeating all his opponents, including the airborne Pantherlily. On the ground, Pantherlily then reverts back to his Chibi form, unconscious.

He wakes up after Natsu and Happy arrives to the scene. Looking to the sky, he sees Caprico releasing numerous bubbles, which Grimoire Heart members emerge from to fight them. As Natsu and Happy take out most of the members in their immediate vicinity, he notes that he doesn't even have enough Magic left to retain his Battle form. He looks on as Zancrow arrives to fight Natsu, and trembles in fear when he sees Zancrow incinerate his remaining allies. He then watched as the two do battle. After Happy commentates too much on the fight, the annoyed Zancrow burns them as well.

Sometime later, after Natsu and Makarov's fight with Zancrow has concluded, Wendy and the cats are seen next to the unconscious Natsu and barely conscious Makarov, with Wendy trying to heal them. Happy explains how the scarf got turned black, which makes Pantherlily wonder if that guy really is Zeref. Some time later, Natsu wakes up and asks them where Makarov is, to which Pantherlily replies that he's right beside Natsu. Natsu then picks up a familiar scent of a former enemy that he fought on Galuna Island and walks off, despite the protests.

He is later seen appearing somewhat shocked when Doranbolt comes back to the site. After Doranbolt proposes to help get Fairy Tail off of Tenrou Island, he along with the others, refuse and states that Fairy Tail can take care of its problems.

Pantherlily is seen telling Levy and Lisanna that Natsu and the others are on their way. Soon after, Rustyrose shows up and challenges him along with Levy and Lisanna to battle. He is later seen when he notices Bluenote's Magic. When Freed and Bickslow arrive he is shocked to see them and marvels at the true power of the Thuder God Tribe.

Pantherlily along with Lisanna and Levy warn Freed and Bickslow to be careful when Rustyrose attacks them with his spell, Ghost of the Britear. He is later seen collapsing when Azuma uproots the tree on Tenrou Island that protects and gives power to Fairy Tail members.

After Rustyrose was defeated, Natsu and the others arrive at the camp. While Freed and Bickslow reviews the situation, Pantherlily informs them about the Grimoire Heart Battle Ship's location and suggests to split the group into two teams. As Pantherlily waits at camp, it starts to thunder. Pantherlily covers his ears from the sound as Carla and Happy make fun of his fear. Shortly after, Natsu gets up and claims he is going to beat Hades. Pantherlily, along with Happy, Carla, Lucy, and Wendy join Natsu. As they head towards Hades's battleship, they meet up with Erza and Gray. When they arrive at the battleship, Hades waits outside. Hades tells the group that he will be waiting for them inside. After he goes in, Natsu tells Pantherlily, Carla and Happy to search around the airship for its power source, to make sure the ship would not take flight during the battle.

As the rest of the group battle Hades, the cats crawl through vents in the ship. While they crawl, Happy sees something in the room below them. Carla and Pantherlily peek too and are amazed to see "it" was alive. The cats drop down into the room below them. Pantherlily looks at the supposed power source and repeats the guilds name, finally understanding it. Just then, Grimoire Heart members run into the room. Pantherlily says he will defend Happy and Carla as they try to stop the power source. As Pantherlily fights, he takes one of the swords a member was holding. It enlarges, and Pantherlily realizes the sword is exactly like his previous sword, Bustermarm. Pantherlily proceeds to attack with it. After Carla and Happy sucessfully destroy the power source, which turned out to be Hades's real heart, Pantherlily looks back and smiles at them. After the war with Grimoire Heart ends Pantherlily goes to rest at Tenrou Island's base with everyone else.

Everything is interrupted when Acnologia, the infamous Black Dragon, lands on Tenrou Island and starts attacking everyone. All of the Fairy Tail members start moving towards the ship as the dragon goes on its rampage. Makarov then enters full Titan mode and grabs Acnologia, holding it off from attacking the guild members. Everyone wishes to help Makarov, but he shouts not to disobey his final order. When Makarov is overwhelmed by Acnologia, all of them return back and go all out against the dragon. As Acnologia, having shrugged off all the combined attacks from its assailants, flies high up into the sky and readies to fire a breath attack against Tenrou Island, the guild members join their hands in a circle. While promising they will return home to Fairy Tail, they are struck by Acnologia's blast, which completely annihilates Tenrou Island, leaving nothing behind.

X791 arc
Pantherlily along with the rest of the others return are rescued by Bisca, Alzack, Jet, Droy, Max, Warren and the Trimens from Blue Pegasus. He watches as Mavis Vermilion reveals that she was the one who saved them and then disappears. He, along with the other returning members, return to Fairy Tail and is welcomed back by Romeo.

After one of guild members meeting he recognized that good information about Totomaru make Gajeel happy.

When guild members were talking about current situation in Fiore, Lily fell into the eye of the young Asuka Connell, who stroked him with pleasure, during the talk. He also comments about Happy's feeling toward Carla.

When the guild decided to participate in the Grand Magic Games, the returning members separate into four teams, all heading to train in four different locations. Pantherlily accompanies Gajeel to a secret training. Levy wants to go with them but the two refuses her proposal. After arriving at their training grounds, the two immediately begin training and collapses at dusk, exhausted but happy about their progress.

Magic and Abilities
Aera (翼 Tsubasa): Pantherlily, like every other Exceed, is capable of sprouting feathery wings that grant him the ability to fly, at the same time neutralizing the weight of one possible passenger carried by him. Predictably, in his original, massive form, these wings are much larger than those of normal-sized Exceeds. Aera greatly helps Pantherlily out in battle, allowing him to remain out of reach for his enemies while he wields one of his large weapons to strike at them, or to rapidly dodge their ranged attacks, granting him added manoeuvrability and speed.

Battle Mode Shift: After going to Earth Land and being turned into a smaller form, Pantherlily has developed the ability to temporarily transform back to his usual large size, regaining his original strength, stamina and power. This proves to be rather difficult, as he can only maintain his large size for a short period of time.

Enhanced Durability: In his true form, Pantherlily displayed incredible resistance against attacks, both physical and Magical in nature. He was seen being able to take in Gajeel's iron fists and roar, as well as Azuma's explosive Magic head-on, only to emerge relatively unscathed. Though whether or not the same could be said about him while assuming his reduced form is still in question.

Enhanced Strength: Pantherlily has shown outrageous brute strength, being capable of swinging a titanic sword around freely, easily shattering rock, without losing his balance or hampering his flying in any serious way. He was also shown able to punch a large rock and make a crack in it.

Keen Intellect: Pantherlily has shown to be considerably intelligent and analytical, having seemingly been the first member of Fairy Tail capable of reading through Doranbolt's deception, exposing him as someone not belonging to the guild and even managing to work out the mechanics behind his Memory Control Magic, imputing his ability to slip into the members' memory to it.

Expert Hand to Hand Combatant: Pantherlily has proven himself skilled in the use of hand-to-hand combat, supported by his high physical prowess. He was capable of fighting on even terms with a melee-specialist like Gajeel, and could easily defeat several Grimoire Heart members who were coming at him bare-handed, subsequently disarming one of them with a single hand without much effort.

Master Swordsmanship Specialist: Pantherlily is a master swordsman, with his swordplay being good enough for him to evenly match S-Class Mage Erza Scarlet, known for her great swordsmanship, in a mock battle. Despite his massive size, he has shown himself capable of performing slashes which are not only strong, but also extremely fast and accurate. During his battle against Azuma, Lily appeared confident that he might have been able to fight on even terms against the Grimoire Heart Mage, if only he had had a sword with him. After obtaining the Musica Sword from one Grimoire Heart's member, he was shown making short work of many of his allies with a single slash.

Equipment
Bustermarm Sword (バスターマアム Basutā Maamu): A very large sword decorated in a way that resembles a monstrous cat's face. This sword is able to easily cut earth with little force put behind it. It has two lacrimas that glow red. It is capable of cutting through iron. However, as Gajeel pointed out, the Iron Dragon's Scales that he manifests aren't made of "ordinary iron", and as such, proved resistant against the sword. It was destroyed by Gajeel.

Musica Sword (ムジカの剣 Mujika No Ken): While fending off Grimoire Heart's lesser members, Pantherlily disarmed one enemy and started using his sword. This was revealed to be a Musica Sword, an apparently very expensive weapon which is capable of altering its size, something Lily noted to be similar to his former Bustermarm Sword, and which prompted him to choose it as his new weapon of choice.

Major Battles

 * Gajeel Redfox vs. Pantherlily
 * Pantherlily, Wendy Marvell & Mest Gryder vs. Azuma
 * Fairy Tail vs. Acnologia

Trivia

 * While the rest of the Exceed have the usual pointed type cat-ears, Lily has them rounded, like a real panther, in both his larger and his chibi form.
 * Lily's Musica Sword is a legacy from Hiro Mashima's previous work Rave Master, in which Musica is a family known for its expert swordsmiths. It's also worth noting that the Grimoire Heart member who owned the sword bears a striking resemblance to a minor Rave Master character, working under a villain who's guilty for the slaughter of most of the Musica family itself.
 * In the manga, when Lily is seen the first time without his helmet on, he has what seems to be hair. This has however been removed in all subsequent appearances.