Panther Lily

Pantherlily (パンサーリリー Pansārirī) 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 Vastia.

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, and is gray in color.

Personality
Pantherlily 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 seemed to have reservations about Operation ETD, unlike the other commanders. This was presumably because he did not want his own race to be destroyed, despite the fact that he had also said that Extalia was a fake country, one he discarded 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 discriminate against 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, Pantherlily likes kiwi and hates thunder (the latter of which can be seen in his time on Tenrou Island). 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 and worked for 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, who labelled Pantherlily as a 'Fallen or Traitor' and exiled him from Extalia immediately. After these events, Pantherlily started to live in the human world with Mystogan. 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 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, Pantherlily starts to voice his disapproval of a 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 Knightwalker, yelling at her not to let the escaped Lucy Heartfilia and the "fallen" (Carla and Happy) get away. When the two Exceed grab Lucy and fly away, Pantherlily 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 the overthrowing of the Exceed and the destruction of their homeland Extalia- he shows 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 -a vital part of the King's plans- 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 slamming 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 the giant Exceed refuses to give in, loudly exclaiming his personal history of being an exile of Extalia. 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 break Lily's sword, shocking the black Exceed. With his weapon destroyed, Pantherlily moves the fight to one of hand-to-hand combat. Later on during their fight, Pantherlily and Gajeel observe the Dragon Chain Cannon being fired. Seeing that Gajeel has run away from the fight to stop the Dragon Chain Cannon succeeding in it's job, Pantherlily yells 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 notices that Coco is helping the enemy, and screams at her to get away.

As he watches and yells at them that it is useless to try to stop the Lacrima, he notices that more and more Exceed are coming forward to push the Lacrima back, much to his surprise. He himself remembers a crueller Extalia, one that banished him for his helping of an injured human child, and can't believe that such a country would come together to help one another. He then watches as the Queen falls from the sky due to her poor flying capabilities, and quickly rushes to her aid, asking her if she is finally finished with all of her lies. As the Queen apologizes, so does Pantherlily, stating that no matter how much he tried, he could never bring himself to hate Extalia, as it is his home country. He then notices that the Lacrima Island is being pushed back due to the Exceeds valiant efforts, and watches as Mystogan arrives and sends the Lacrima back to Earth Land using the Anima.

Mystogan tells him that he was glad to have saved his country, causing Pantherlily to thank him and refer to Mystogan as the Prince of Edolas, who turns out to be the very child Pantherlily saved those many years ago. The reunion is cut short however when Erza Knightwalker appears and shoots Pantherlily through the stomach, declaring that the battle is far from over. This angers Gajeel, who yells at Knightwalker for daring to touch his cat. Though badly wounded, Pantherlily survives the attack and watches the Dragon Slayers battle Faust with Mystogan, and is shocked when he realizes that Mystogan apparently faked being defeated by Faust to help treat his 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 as they watch their world begin to crumble. Mystogan tells Pantherlily that for the people to be calmed the two of them must take on the roles of a villain and a hero, and once the people see that the villain has been defeated, they will gain their confidence once again and follow their new hero into the future. Mystogan 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 adamant 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 the guard outside to help deal with them. When he asks how many people are involved, his subordinates reply that there are only 3 people, causing Pantherlily to become distraught at the soldiers inability to halt the mayhem caused by only a few trouble-makers; but the soldiers further reply that the perpetrators are rather powerful, and Pantherlily ultimately learns that the trio of rioters are none other than Natsu, Gajeel and Wendy. Natsu claims to be the "Great Demon Lord Dragneel" and boasts that he has defeated the King and is now taking the world's Magic power. Mystogan tells Natsu to stop, but Natsu simply challenges him to beat him while revealing him as the Prince of Edolas. As Mystogan and Pantherlily wonder how such events unfolded, Nadi reveals himself and tells the duo that he overheard their conversation and asked the Dragon Slayers to become the "villains" instead. As the Anima starts to strengthen, Nadi tells Pantherlily to get ready for what they're gonna do next. Pantherlily suddenly starts to glow, and realises that the Anima will transfer all of the Exceed to Earth Land too, as the Exceed -unlike the humans in Edolas- possess Magic within their bodies. Before all the Exceeds are transferred to Earth Land, Pantherlily tells Mystogan that he can take his time in rebuilding the kingdom, and the two bid each other farewell one last time.

Later, Pantherlily (with other Exceeds and Fairy Tail members) is transported to Earth Land. After the Exceeds have left, Gajeel wonders aloud where Pantherlily has gotten to. Showing up in a normal Exceed-sized form, Pantherlily requests that he join the guild that the Prince was once a member of, asking Gajeel to keep his promise of letting him join. Gajeel couldn't be happier, and holds him tightly as he cries in happiness. Pantherlily then pulls the rope he has been holding the whole time and states that he had caught someone suspicious. As he pulls the person into view, everyone is left speechless by the fact that the person is Lisanna. Lisanna 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 reveals that she is actually the Lisanna from Earth Land who was sent to Edolas two years ago, Pantherlily alongside Natsu and the others helps Lisanna to return to her siblings.

Tenrou Island arc
Back at Fairy Tail, everybody is acting hyper and rambunctious again. Pantherlily is surprised by how noisy everyone is, and finds it hard to believe they all have Magical power inside of them. Erza explains that that is how Mages are in Earth Land, and also points out that the Magic isn't important, but the hearts and the people who wield it. Pantherlily tells Erza that it is comforting to see a familiar face like hers, 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. He suggests that he get along with Happy and Carla, but everybody else in the Guild starts to fight anyway. A while later, everyone finishes fighting and is sleeping from exhaustion, with Gajeel hugging Pantherlily with one arm.

Pantherlily is later seen having a brief sparring session against Erza in his large form. The match ends shortly after when Lily can no longer sustain his Magic and reverts back to his chibi form. He then notes that he can only remain in his true form under a set amount of time while he's in Earth Land. He nevertheless ends up being the object of Gajeel's gloating -the studded Mage having 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 that the guild didn't trust him. Moments later he is seen pleased when Gajeel shows his good intentions by offering to help Levy become an S-Class Mage.

A little while before the first trial reaches its end, Pantherlily and Carla fly towards Tenrou Island despite not being allowed to, though Carla defends their actions by saying that they're merely going to watch. As they are flying, Pantherlily notes that there is something strange about Mest's relation to his Prince. As they land on the beach, he states that Mystogan was a secluded person who would never socialize with anyone and would put everyone to sleep whenever he was around. He also finds it unlikely that Mystogan would take a disciple -the position Mest claims to fill- and ends his pondering by wondering whether Mest is really a member of Fairy Tail at all.

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

Pantherlily 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 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 flame, defeating all his opponents in one attack, including the airborne Pantherlily. On the ground, Pantherlily then reverts back to his chibi form, unconscious.

He wakes up after Natsu and Happy arrive at the scene. Looking to the sky, he sees Caprico releasing numerous bubbles, from which Grimoire Heart members emerge 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, an 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 Natsu's scarf was turned black, which makes Pantherlily wonder if the mysterious Mage present on the island is really 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 runs off, despite the groups protests.

Pantherlily is later seen appearing somewhat shocked when Doranbolt -revealed to be Mest's real name- comes back to the island. After Doranbolt proposes to help get Fairy Tail off of Tenrou Island, Pantherlily, along with the others, refuses and states that Fairy Tail can take care of its own problems.

After arriving at the resting area, Pantherlily informs a worried Levy and Lisanna that Natsu and the rest of the group are on their way, and listens as Levy states that they need to unite against their foe. 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, warns 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 is defeated, Natsu and the others arrive at the camp. While Freed and Bickslow review the situation, Pantherlily informs them about the Grimoire Heart Battle Ship's location and suggests that they split the group into two teams, and attack team and a defence team. 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' battleship, they meet up with Erza and Gray. When they arrive at the battleship, Hades awaits them outside. After Hades heads back into his ship, Natsu tells Pantherlily, Carla and Happy to search around the airship for its power source, to make sure the ship will not take flight during the battle.

As the rest of the group battle Hades, the cats crawl through the vents in the ship. Whilst they crawl, Happy sees something in the room below them. Carla and Pantherlily take a peek too and are amazed to see that "it" is alive. The cats drop down into the room below them and Pantherlily looks at the supposed power source and repeats the dark 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, and proceeds to attack with it. After Carla and Happy successfully destroy the power source, which turned out to be Hades' 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 to escape as the dragon goes on its rampage. To give them time to reach safety, Makarov enters full Titan mode and grabs Acnologia, holding it off from attacking the guild members. Everyone wishes to help Makarov, but he shouts for them not to disobey his final order. When Makarov is overwhelmed by Acnologia, all of the members run 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 members on Tenrou Island, is 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 supposedly missing members, returns to Fairy Tail and is welcomed back by Romeo.

After Romeo reveals that he has been learning Fire Magic from ex-Phantom Lord member Totomaru, Pantherlily happily watches as Gajeel expresses his joy at the news.

Key of the Starry Sky arc
Note: Events in this arc occur only in the anime and do not constitute canon material.

Grand Magic Games arc
Whilst the guild members are talking about the current situation in Fiore, Pantherlily falls into the eye of the young Asuka Connell, who strokes him with pleasure. He also comments about Happy's feeling toward Carla.

When the guild decides to participate in the Grand Magic Games, the returned members separate into four teams, all heading to train in four different locations, and Pantherlily accompanies Gajeel for some secret training. Levy wants to go with them, but the two refuse her proposal. After arriving at their training grounds, the two immediately begin training and collapse at dusk, exhausted but happy with their progress.

The Grand Magic Games later begins and Pantherlily sits in the audience alongside the other nonparticipating members of Fairy Tail, bragging to Happy about how strong Gajeel has become. Upon Sabertooth's arrival, Pantherlily notices Lector and Frosch cheering for their guild and questions if the latter two are Exceeds. He watches with interest at the first event of the tournament begins, and upon seeing Rufus Lohr of Team Sabertooth take out all of his opposition in less than two moves, Pantherlily comments on the man's incredible abilities. When Lucy battles Flare and has her Urano Metria spell cancelled, Pantherlily critically notes that Flare made no attempt to cancel the Magic, heightening everyone's feeling that someone outside the battle did so. When the third battle of the first day is announced, Pantherlily remarks that they will finally get to see Sabertooth in battle, seeming intrigued to see how Fiore's strongest guild is in a fight. Orga unleashes a huge wave of black thunder at War Cry, prompting Pantherlily to become scared and try to cover his ears, shaking in fear. When Jellal later appears to be choking on something during the final battle of day 1, Pantherlily can only watch in confusion.

After Fairy Tail's general failure in the first day, Pantherlily joins his guild in drinking at a local bar. Though most of the guild seem pretty downhearted, Gajeel and Lily both express their excitement for the next two days, with Pantherlily commenting that they will finally get to see the results of his and Gajeel's training. After hearing Makarov's encouraging speech, Pantherlily sits back to watch the antics that take place between the drunk members of the guild.

When the event of day two begins, Pantherlily is seen to be utterly shocked at the Dragon Slayers poor performances. Though not surprised by Natsu's characteristic hatred of transport, Pantherlily can't contain his shock that Gajeel is having similar issues. Despite his confusion, he is seen smiling at Natsu and Gajeel's stern willpower to complete the task, as well as their words to the Fairy Tail members who missed them for seven years. During the battle portion of the day, after seeing Carla released from the sick bay, Pantherlily asks if she has fully recovered, and then he and Happy both express their slight embarrassment at Mirajane and Jenny's battle, which is taking place below. He later wonders aloud if there was some sort of rule the two implemented to allow such a competition to take place. Despite the odd contest though, Pantherlily is shown to be happy at Mirajane's victory.

On the third day of the Grand Magic Games, Pantherlily, Happy and Carla discuss the days event and the different aspects that need to be taken into account to perform well. However, when Erza disregards strategy altogether, challenges all 100 monsters in the event at the same time, and wins, Pantherlily is seen smiling at the pure recklessness and strength she displayed. Mato then declares that a secondary event will have to take place for the other competitors, and upon seeing Obra step forward to compete, Pantherlily and his fellow Exceed comment on his attacking of Wendy with general looks of discomfort. He is also seen to be very pleased with Cana's use of Fairy Glitter, the attack that won her the secondary event. Seeing the fight in which Laxus defeats all of Raven Tail participants by his lonesome, a proud Pantherlily smiles. Later that day when Wendy represents Team Fairy Tail A in a battle against Chelia Blendy of Lamia Scale, Pantherlily is seen shocked at Wendy's unleashing of Shattering Light: Sky Drill.

After the third day's events and battles, the Fairy Tail Mages celebrate their victories by throwing a party and having fun. Lily complements Wendy's effort and the development she displayed during her awestruck fight against Chelia.

Pantherlily, along with Carla and Happy, watches anxiously as Team Sabertooth confronts Team Fairy Tail A after Minerva drops Lucy. He watches as the new Fairy Tail team enters the arena.

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. 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 of his enemies while he wields one of his large weapons to strike at them, or to rapidly dodge their ranged attacks, granting him added maneuverability and speed.

Battle Mode Shift (戦闘モードシフト Sentō Mōdo Shifuto): While in Edolas he was known for his huge size and mass -especially large when compared to a stereotypical Exceed- after being transported to Earth Land, Pantherlily has undergone major changes; his body has been drastically reduced in size, with him now being the same height as most of his fellow Exceeds. This is, according to his own words, because Earth Land "doesn't fit well with his previous body". However, true to his role as a physical fighter, 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 displays incredible resistance against attacks, both physical and Magical in nature. He was shown being able to withstand 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 is also shown able to punch a large rock and make a crack in it. It's unknown whether he retains such strength in his reduced form; however, he was shown capable of overwhelming and tying up Lisanna, who at the time was way larger than him, subsequently pulling her out of some bushes she was hidden in and onto her knees with a single hand movement (despite being subsequently pulled in the air by Lisanna rushing to hug Natsu Dragneel in a comedic way), something implying that, at least to a certain, minor degree, he still does.

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 change or alter 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 shown capable of fighting on even terms with a melee specialist the caliber of Gajeel Redfox, with the two of them exchanging punches, and could easily defeat several armed Grimoire Heart members who were coming at him without the aid of a weapon, subsequently disarming one of them in a single hand movement 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 a member of Grimoire Heart, he was shown making short work of many of his enemies 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 also 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 later destroyed by Gajeel.


 * Buster Bomb: The Bustermarm sword's center glows in a reddish-orange colour and a large explosion occurs when it strikes anything.

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, a reference to Rave Master which was an apparently very expensive weapon capable of altering its size, something Pantherlily noted to be similar to his former Bustermarm Sword, and which prompted him to choose it as his new weapon of choice.

Battles & Events

 * Gajeel Redfox vs. Pantherlily
 * Pantherlily, Wendy Marvell & Mest Gryder vs. Azuma
 * Pantherlily vs. Unnamed Grimoire Heart Mages
 * Fairy Tail vs. Acnologia
 * Fairy Tail vs. Sugarboy (Earth Land), Mary Hughes & Coco (Earth Land)
 * Wendy Marvell & Pantherlily vs. Coco (Earth Land)
 * Pantherlily vs. Samuel

Video Games
Pantherlily appears as a mini-boss twice in the PSP game, Fairy Tail: Zeref's Awakening, and can be unlocked as a playable character later in the game.

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 was however removed in all subsequent appearances.