Episode 149

 is the 149th episode of the Fairy Tail anime. It first aired on September 22, 2012.

While Erza concludes her battle with Cobra, Lucy is slowly becoming part of the Infinity Clock. The process has already begun and hope is lost, until the Archbishop, who regains consciousness, comes up with a way to slow down the process: destroying the chains linking to Earth Land. Legion and Fairy Tail cooperate in order to stop Midnight and destroy the Clock's chains. Elsewhere, Imitatia finds out she has been tricked by Midnight, Lucy hears the cries of her friends, and the truth behind Imitatia is soon revealed.

Synopsis
While Natsu is fighting Imitatia and witnesses Lucy losing her mind, he tells her to get a hold of herself, but Midnight appears, along with Klodoa, and tells him that she will soon be completely absorbed by the Infinity Clock. Meanwhile, Lucy recalls her birthday as a child and searches for Michelle inside her memories, but remembers that the one who appeared to her as Michelle was in fact Imitatia, leaving her confused.

Meanwhile, Warren's group learns that Lucy will soon be consumed by the Infinity Clock unless the Reborn Oración Seis is defeated, so Warren contacts all of the Fairy Tail Mages, asking them to hurry and defeat the Dark Guild. Cobra notices Erza's haste to defeat him in order for his seal to be erased, and tells her that it is impossible, since he, like the rest of his team mates, has abandoned something important to him in order to get stronger, giving him enough power to defeat his opponents.

At the same time, Romeo, who has arrived at the Infinity Castle, is noticed by Warren, and reveals that he was hiding inside Christina all along in order to help them. Despite Warren's doubts about the young Mage being there, Wendy and Carla decide to lead him to the Infinity Clock in order for him to save Lucy, and at the same time Warren asks from Happy and Pantherlily to arrive at the Infinty Clock before Samuel.

While Warren communicates with the other Mages, Byro appears at the group's location and asks about the Legion Mages' whereabouts, only to be told by Laki that he now has no reason to want Lucy dead, as the defeat of Reborn Oración Seis will have the same effect on the Infinity Clock. Although Byro says that, even so, they are too late to save Lucy, the Archbishop regains consciousness and announces that while he was being controlled, he was able to hear the thoughts of the Dark Guild's members and thus knows how to halt the procedure of Lucy's absorption by the Clock.

Natsu tries to bring Imitatia back to her senses, telling her that she should also consider Lucy's feelings about wanting to stay with her for eternity. Midnight, however, reminds Imitatia of her wish, motivating her to attack Natsu, but Romeo appears and saves the Dragon Slayer. Romeo attacks Imitatia, telling her that she betrayed both Lucy and himself and has no right to call Lucy "nee-san", but Imitatia, determined to realize her wish, fights back and defeats Romeo, angering Natsu, who promises to beat her and save Lucy, before figuring out her identity.

The fight carries on, with a determined Imitatia overpowering Natsu, but their fight is interrupted, as Samuel suddenly appears and attempts to assassinate Lucy. However, Coco gets in his way and tells him he will have to kill her first if he wants to get rid of Lucy. A reluctant Samuel attempts to tear them both apart, but is halted by Happy and Pantherlily. Happy tries to bring Lucy to her senses, while Pantherlily begins yet another duel with Samuel, but Lucy says to herself that though she can hear them all she cannot react to their calls. After Natsu sees tears falling from Lucy's eyes, signifying her will to fight, he powers up and prepares to fight more seriously, although Midnight says it is too late to do anything.

Meanwhile, Cobra reveals that revenge is important for him in order to be able to look at his friend, Cuberos, in the eye when they meet again and overpowers Erza. At the same time, the Archbishop reveals both to Fairy Tail and to Legion that everyone should cooperate for now in order to halt the Infinity Clock and destroy the chains linking it to the Earth. Hearing this, Samuel apologizes to Pantherlily and decides to have a contest with the other Exceed about who will destroy the biggest number of chains. Natsu also says that now they can save Lucy, but Midnight replies that their chances of victory are slim.

Cobra, enraged, decides to go all out and unleashes his Dragon Force Mode, assaulting Erza with Poison Dragon Slayer techniques. She, however, blocks them with what she calls an ancient holy weapon, and, using it, she manages to destroy the chains under Cobra's feet and also attack him. Meanwhile, the Fairy Tail Mages, along with the revived Legion members, all do their best to destroy as many chains as possible and weaken the clock. Kinana, feeling that the one speaking to her mind is close, runs towards Cobra, and he is able to listen to her, which distracts him and gives Erza the opportunity to defeat him with a powerful attack of her weapon, sending him flying to the Earth, with Kinana, who is looking forward to meeting him, running after him.

Lucy, having lost her consciousness, announces that another Reborn Oración Seis member has been defeated, leaving only two of them, and Natsu is now confident that he will save Lucy if he defeats the two Mages in front of him. Midnight, however, promises to realize his father's dream, which was to destroy everything, and attacks Natsu with his Reflector. Midnight then reveals to everyone that Lucy cannot be saved anymore, since she will soon be fused with the Infinity Clock and erased from everyone's memories. Imitatia, realizing she has been tricked and that this is not what she wanted, runs to Lucy, shunting Coco and Happy from her way, and desperately attacks the Infinity Clock, trying to set Lucy free and apologizing in the process, which wakes Lucy from her slumber and helps her remember.

However, Imitatia's attempts are in vain, as Midnight reverts her back to her normal form, saying he has no more use of her. Imitatia transforms to a doll, with her last words being "Nee-san, I'm sorry, I love you", which in turn triggers Lucy to finally remember that Imitatia was her doll, which she thought of as her little sister when she was young. Midnight steps on the doll, insulting Imitatia, and Romeo, furious at Midnight, throws his Purple Fire to Natsu, who punches the Reborn Oración Seis leader and promises to him that he will never laugh at other people's pain again.

Battles & Events

 * Natsu Dragneel, Elfman Strauss, Coco (Earth Land) & Romeo Conbolt vs. Imitatia (concluded)
 * Erza Scarlet vs. Cobra (concluded)
 * Natsu Dragneel vs. Midnight (started)

Magic used

 * Telepathy (念話, Terepashī)
 * Requip (換装, Kansō)
 * The Knight (騎士(ザ・ナイト), Za Naito)
 * Lightning Magic (雷系各種魔法, Kaminari Kei Kakushu Mahō)
 * Sound Magic
 * Water Magic (水の魔法,, Mizu no Mahō)
 * Rainbow Fire (レインボーファイア Reinbō Faia)
 * Dragon Slayer Magic (滅竜魔法, Metsuryū Mahō)
 * Fire Dragon Slayer Magic (火の滅竜魔法, Ka no Metsuryū Mahō)
 * Poison Dragon Slayer Magic (毒の滅竜魔法, Doku no Metsuryū Mahō)
 * Aera (翼, Ēra)
 * Athletic Magic
 * Disassembly Magic (分開 Punkai)
 * Ice-Make (氷の造形魔法 (アイスメイク) Kōri no Zōkei Mahō (Aisu Meiku))
 * Rapture Magic
 * Reflector (屈折, Rifurekutā lit. Refraction)

Spells used

 * Fire Dragon's Claw (火竜の鉤爪, Karyū no Kagitsume)
 * Purple Fire
 * Sound Palm
 * Poison Dragon's Roar (毒龍の咆哮, Dokuryū no Hōkō)
 * Poison Dragon's Guard

Abilities used

 * Hand to Hand Combat
 * Flight
 * Battle Mode Shift (戦闘モードシフト Sentō Mōdo Shifuto)
 * Immense Speed
 * Enhanced Hearing

Armors used

 * Lightning Empress Armor (雷帝の鎧, Raitei no Yoroi)
 * Sea Empress Armor (海王の鎧 Kaiō no Yoroi)
 * Robe of Yūen (悠遠の衣 Yūen no Koromo)

Weapons used

 * Infinity Clock (無限時計, Mugen tokei)
 * Flower Shield
 * Flower Sword
 * Swords
 * Erza's Holy Hammer
 * Ricochet
 * Habaraki
 * Microphone Staff
 * Holy Tact

Items used

 * Lucy's Doll (Imitatia)