Phantom Lord is the 21st episode of the Fairy Tail anime.

After coming back from a job, Team Natsu finds their guild building destroyed. The guild doesn't take action at first, but after seeing a horrible scene in the park, they declare war on Phantom Lord.


FT Guild after Gajeel's attack

The guild building destroyed.

Team Natsu is cheerfully returning from a mission, because it went very well. Lucy asks why the others came along, since the request was hers, and Natsu responds, saying that they were the strongest team. He however, forgets to mention Lucy in the strongest team roster, which makes her angry. On their way, a lot of the townspeople of Magnolia are looking at them empathetically, whispering that they probably haven’t seen it yet. When they finally reach the guild building, they find it torn apart by metal rods, surging out of the center.

Mirajane meets them, and discloses it was Phantom Lord. She directs them to the basement, once the storage room, where Natsu asks the Master why nothing was being done, and Erza agrees with Natsu, but Makarov brushes their words off. Mirajane says the attack happened in the middle of the night, so no one was hurt and Makarov uses this fact to make Phantom Lord look even punier that it is. Natsu isn’t convinced, and Mirajane confesses the real reason why they aren’t counterattacking; it is utterly forbidden by the Council.

Phantom Lord's S-Class Mages

Erza explains about Phantom Lord

Lucy returns home, only to find the entire team in her house. They say that in this time of war, it’s best to stay together, so she yields to the demand. They make themselves comfortable, and after some bickering, they settle down and chat. Erza proclaims that since they will be living together, she tells the boys to take a bath as she refuses to sleep in the same room with them sweating. The boys lazily refuse. Erza then decides (in a calm, happy and laid-back tone) that three of them could bathe together like they did when they were younger which embarrasses them.

Meanwhile, Team Shadow Gear is attacked by an unknown figure. Secretly, as to preserve silence. In Lucy's apartment, Erza explains about the guilds’ other skirmishes. She says however, that it never amounted to anything more, and after Gray's mention of them, Lucy inquires about the Ten Wizard Saints. Erza explains it is a title of great prestige, bestowed by the Council’s Chairman. Makarov and Jose Porla, Phantom Lord’s Master, are both considered such, and so is Siegrain. The discourse then turns to the guilds’ brute force, with Erza saying that they are on par. The Masters are also approximately the same level, but Phantom has the Element 4, an elite team of four S-Class wizards and Gajeel Redfox, the Iron Dragon Slayer who is responsible for the destruction of the Guild headquarters. Lucy realizes that if he is an Iron Dragon Slayer, then similar to how Natsu eats fire, this Dragon Slayer can eat iron.

Shadow Gear after Gajeel's attack

Shadow Gear after Gajeel's attack

In the Phantom Lord’s hall, Gajeel is eating iron when is interrupted by an ally, whom he punches away. Jose comes and congratulates Gajeel on his progress. Gajeel says that the “trash” won’t react from just that, so he left an extra present. Jose is delighted, but remind him to keep “that person” alive. The next morning, at the South Gate Park, the team finds Levy, Jet and Droy chained to a tree, beat up and signed with the Phantom mark. Upon his arrival, Makarov is beyond furious and declares war on Phantom Lord.

Lucy caught by water prison

Lucy caught by Juvia

Lucy is left behind to tend to the wounded, and remembers the first time she met Levy. They click instantly, so much so that Lucy promises her to be the first to read her novel. Tears roll down her cheek and promises not to forgive whoever did this. The guild arrives at Phantom Lord, Natsu blows up the door, and the battle officially begins. The Fairy Tail Mages quickly gain the upper hand, with Natsu, Erza, Gray, Elfman, Loke, Cana, Happy and especially the Master being in the first line of attack. Makarov soon leaves to fight Jose, and the fight seems to be in Fairy Tail’s hand. Gajeel and the Element Four however, are nowhere to be found. Meanwhile, at Magnolia, Lucy is walking to her home when rain starts to fall. Juvia and Sol appear in front of Lucy. She gets ready to fight, and is about to use her keys, but Juvia locks her, using her Water Lock spell and Lucy is kidnapped. Back at Phantom Lord, the battle rages and Fairy Tail still has the upper hand, but when Makarov is out of sight, Gajeel enters the fight.

Characters in Order of Appearance

Battles & Events

Magic, Spells, and Abilities used

Magic used

Spells used

Abilities used

Armors used

Weapons used

Items used

Manga and Anime Differences

  • There are additional scenes of Team Natsu on their way to the guild in the anime.
  • In the manga, it was Max Alors and an unidentified Mage who were talking about getting revenge on Phantom Lord Guild, whereas it was Levy, Jet and Droy who were discussing about it in the anime.
  • Makarov asked Lucy if the job they took went well after he greeted them in the anime, but in the manga, he gave Natsu, Lucy, Gray and Happy their punishment for the S-Class job they took without permission.
  • Natsu was angrier in the manga when he told Makarov that the guild was destroyed.
  • In the manga, Lucy was spanked twice. In the anime, Lucy was only spanked once.
  • Erza's reaction to Lucy's underwear was shown offscreen in the manga.
  • An additional scene of Levy, Jet and Droy being attacked was shown in the anime.
  • Another set of extra scenes were added showing Lucy asking who wants to take a bath next, Erza Requipping into her pajamas, and Lucy taking away her book draft from Gray, saying that she already promised that Levy should be the first one to read it.
  • In the manga, when Team Natsu see Team Shadow Gear bound to a tree the next morning (by Gajeel's powers), Erza is still in her pajamas. In the anime, she is seen wearing her armor instead.
  • The blood on Levy's face was not seen in the anime.
  • Makarov's Magic Power was seen emanating from him in the anime after he saw Shadow Gear bound to a tree.
  • The anime showed an additional flashback of Levy helping Lucy and the others who were affected by the Changeling spell.
  • There are extra scenes of various Fairy Tail Mages using their magic before and after Makarov uses his Giant form.
  • When Erza asks of the whereabouts of Gazille and the Element 4, she wears her Heart Kreuz Armor in the manga, but requips into her Flame Empress Armor in the anime.
  • The anime had Lucy carry a bag of groceries before she is captured.


Galuna Island arc Phantom Lord arc Loke arc
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21 | 22 | 23 | 24 | 25 | 26 | 27 | 28 | 29
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