Phantom MkII is the 54th chapter of Hiro Mashima's Fairy Tail.

Jupiter's destruction provokes Phantom Lord to use their next weapon: the Super Mage Giant Phantom MK II, a giant robot which moves. Due to his motion sickness, this movement renders Natsu's unable to fight Totomaru, but fortunately, Gray and Elfman arrive. As the other Mages fight against Jose's Shades, the giant robot prepares to use Abyss Break. Mirajane offers herself in Lucy's form to lure Jose away, but the Phantom Lord Guild Master isn't fooled. While searching for the robot's source of power, Elfman comes across another member of Phantom Lord's Element 4, Sol.


Super Mage Giant Phantom MK II

The Super Mage Giant Phantom MK II

The destruction of the Lacrima which charges Jupiter inspires the Fairy Tail members and they reinforce their defense against Phantom Lord. Suddenly, the Phantom Lord guild changes its appearance, the tower becomes feet and the guild turns into a giant robot called Super Mage Giant Phantom MK II. The Fairy Tail members are surprised seeing this giant robot moving in their direction. Meanwhile the fight between Natsu and Phantom Lord's Element 4, Totomaru continues.

Totomaru's flame

Totomaru's Rainbow Fire

Due to the crumbling of some rocks from the Phantom Lord building, Happy is hit and loses consciousness. Totomaru claims that this is Phantom Lord's most powerful weapon. As the guild is now moving, Natsu's motion sickness is activated. Meanwhile, on the ground, Cana tells her fellow guild members to focus on the enemy in front of them and to forget about the giant moving building and to trust Natsu, but Max reminds her of Natsu's motion problem and Cana is shocked as she remembers this fact. Back inside the now moving guild, Totomaru seizes this opportunity and gets ready to launch his strongest attack, Rainbow Fire on Natsu. Gray intervenes just in time and freezes Totomaru, and Elfman then sends Totomaru flying with a kick.

Mirajane transformed in Lucy surrender herself to Jose

A transformed Mirajane surrenders herself to Jose

Outside, the robot is completing a Magic circle, the one for Abyss Break, and so, Natsu, Gray and Elfman have no choice other than to run and find it's power source. Mirajane says that the circle will need about 10 minutes to activate, and also learns that inside, beside Natsu and Gray, there's also Elfman her brother, which worries her. Cana tries to comfort her by saying that Elfman is a Fairy Tail Mage too. This however, doesn't make Mirajane any less worried, but Cana says that after the loss they suffered, Elfman tried to find a way to move forward. Mirajane wants to move forward too, so she surrenders herself to Jose, transformed as Lucy. Jose, however, sees through it, and Mirajane suffers the real weight of her powerlessness. Meanwhile, Elfman is confronted by Phantom Lord's Element 4, Sol.

Characters in Order of Appearance

Battles & Events

Magic, Spells, and Abilities used

Magic used

Spells used

Abilities used

  • Flight

Items used


Galuna Island arc Phantom Lord arc Loke arc
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