Gray Fullbuster, Lyon Vastia & Sherry Blendy vs. Racer is a fight fought between Fairy Tail Mage Gray Fullbuster, Lamia Scale Mages Lyon Vastia and Sherry Blendy, and Dark Mage of the Oración Seis: Racer.


Natsu, Gray and Carla arriving at the hideout

Natsu, Gray and Carla arriving at the Oración Seis Hideout

The Allied Forces split into teams to search for Wendy Marvell, the Sky Dragon Slayer, who was kidnapped by Brain in an earlier confrontation. Erza Scarlet had been bitten by Cobra's snake, Cubellios, and needs Wendy's Healing Magic to remove the poison.[1]

Gray's team, composed of himself, Natsu Dragneel and Carla, finds the hideout where Wendy was hidden but is opposed by Racer who's preventing them from reaching Wendy. Gray stalls Racer while Natsu and Carla retrieve Wendy and Happy.[2]


Natsu follows Gray's command

Natsu running with Wendy, Happy and Carla

Gray is experiencing difficulties with Racer and his insane speed. Suddenly, they spot Carla and Happy flying with Natsu and Wendy. Racer attempts to stop them and knocks them out of the sky. However, Gray allows Natsu to keep running with the knocked out Wendy, Carla and Happy by blocking Racer's way with a huge Ice-Make: Rampart. He vows that he'll stop Racer even if he dies in that attempt and Natsu should just go because Erza is waiting. Natsu runs off while Gray prepares to battle with Racer who's pissed about Gray getting in his way twice.[3]

Gray and Racer on Motorcycles

Gray racing Racer

Racer begins to show off his speed and taunts Gray.[4] Annoyed, Gray uses his Ice-Make Magic to attack but Racer manages to dodge and attacks Gray from behind. Gray begins to be overpowered when Racer activates his Dead Grand Prix. Multiple Magic Motorcycles appear and charges at Gray. Racer then rides on one of the motorcycles and begins to attack Gray. Gray copies Racer and hops on one of the other motorcycles and the two begin to race.[5][6]

Gray spotting Lyon and Sherry

Gray spots Lyon and Sherry

As the two race, Gray uses his Ice-Make: Lance but misses. Racer then uses his High Side Rush which causes multiple tires to appear and attack Gray. Gray manages to dodge the tires and the two continue their race. They enter a tunnel where Racer uses some lasers from his motorcycle to attack Gray.[7] The lasers cause a huge explosion and Racer continues to attack Gray. Gray manages to dodge the attacks when he spots Lyon and Sherry by the sidelines. He invites Lyon to hop on one of the motorcycles and joins the fray.[5][8]

Lyon joins Gray

Lyon joins Gray on the Dead Grand Prix

Lyon jumps on the motorcycle Gray drives. He asks Gray where Wendy is and he replies that he shouldn't worry because Natsu has her. Gray tells him he was wondering if he could take out Racer for him because it's difficult to drive and use Magic at the same time. Lyon agrees and states that he'll show Gray real Creation Magic to which Gray replies that he shouldn't piss him off.
Racer's motorbike destroyed by Lyon

Racer's motorbike destroyed

Gray notices that Lyon casts his spells with both hands, as opposed to the one-hand casting back on Galuna Island. When Gray asks him about it, Lyon replies that it's because that's how Ur taught them. Lyon's Ice-Make: Eagle destroys Racer's vehicle. Racer speedily jumps off his motorcycle and also destroys the vehicle Gray and Lyon were riding on. They retaliate with Ice-Make: Ape and Ice-Make: Hammer but they both miss.[9]
Lyon and Gray team-up

Lyon and Gray's Alliance

Lyon tells Gray, who's complaining about not being able to hit Racer, to calm down. He adds that if they concentrate, they should be able to get him. They strip their tops off at the same time while Lyon orders for him to fire at his signal and not hold back. Lyon signals Gray to fifty meters, straight ahead. Gray casts Ice-Make: Ice Geyser while Lyon casts Ice-Make: Snow Dragon. However, even with their combination attack, Racer evades it successfully and manages to continuously hit Gray and Lyon. Lyon observes that along with Racer's speeding, the birds that fly in the sky also speed up. Suddenly, Racer is behind them and does a sneak attack. Racer tells them that they can't hit him even if they spent their whole lives trying because nobody can keep up with his speed. Lyon whispers to Gray that he has found Racer's weakness.[10]

Lyon freezes Gray

Lyon freezes Gray

Lyon keeps whispering in Gray's ear for a while. When Gray replies "What?" in confusion, Lyon tells him that he doesn't need him and freezes Gray in a tall ice tower, surprising Racer and Sherry. Gray is frozen at the top of the ice tower and Lyon states that he should just sit there and watch. Lyon turns to Racer and says that he and Gray are not pals or anything, they just studied under the same Master. Sherry attempts to argue but Lyon tells her to not complain because Lamia Scale will take all the glory. She joins Lyon in battle. Racer charges towards them, stating that their overconfidence will cost them the battle.


Sherry beaten by Racer

Sherry casts Doll Attack: Rock Doll but Racer evades this. She follows up with Doll Attack: Wood Doll and captures Racer in its branches. However, Racer had been bluffing and he slips out of the branches of the Wood Doll. He quickly beats up Sherry. Lyon sends a pillar of ice towards him to catch his attention. Lyon starts running and taunts Racer to follow him. Lyon tells him that his fatal weakness is that he practically has no offensive ability; it doesn't matter how fast he is if he doesn't have the power to take his opponent down. He then casts Ice-Make: Hedgehog on himself, creating hedgehog-like spikes on his back.

Racer catches up with Lyon

Racer catches up to Lyon

If Racer gets close to him, he'll be done for. He runs some more and taunts Racer to use the speed he has to follow him. Racer takes up the challenge, uses Gear Change: Red Zone to maximize his speed, catches up with Lyon and punches him in the gut. He asks him if he really thought he'd use his full-power against a nobody like Lyon. Lyon, although injured, gets up and runs some more. Racer is able to continuously catch up and knock down Lyon. However, Lyon gets up every time and keeps running until they reach a cliff. Lyon attacks with Ice-Make: Eagle but Racer evades every single one of the ice eagles.[5][11]

Racer about to kill Lyon

Racer about to kill Lyon

Racer pins Lyon on the ground and lets a knife hover over his throat. He states that all he needs to take an opponent down is a simple knife. With his speed, he could slit anyone's throat without the opponent having the chance to cast a single spell. He adds that Lyon has picked the wrong opponent because he is an Oración Seis, one of the six pillars that can never fall. Those who seek to disturb those pillars meet only death. Lyon smirks, mutters that he knew it and explains the truth behind Racer's Magic: it does not increase his speed but slows down the sensation of time of everyone within a specific radius. In other words, those affected by Racer's Magic are only slowed down. Since it only affects a specific radius, the moment someone sees him from an outside range, his speed is stolen away.

Gray defeats Racer

Gray shoots the Super Freeze Arrow

At this moment, Gray, on the ice tower at a long distance, breaks the ice and prepares to shoot an ice arrow. Gray mutters that suddenly, everything is crystal-clear. Racer, panicked, states that he can't possibly be hit. Lyon replies that he will because when Fairy Tail Mages try to accomplish something they really care about, they're unstoppable. Gray releases his Ice-Make: Super Freeze Arrow. As the arrow travels toward Racer, he releases his prayer of being faster than anyone. The arrow makes contact with him, defeating him.[12]



Racer ready to kill himself and everyone else

Gray arrives at Lyon and Sherry's location, declaring that they did it. Lyon complains about having to deal with five other Mages like that. Sherry sighs in relief as she thought that the two of them had really fallen out. Just when everything looks fine again, Racer stands up and announces that he's not done yet. He removes his top as he states that as a member of the Oración Seis, he cannot suffer defeat. His torso is covered with explosive Lacrima.
Midnight Debut

Midnight awakens

If it explodes, it'll kill him and everyone else around him. Before it exploded, Lyon pushes Racer off the cliff, including himself. As he is falling, Lyon mutters about the things he does for the younger pupil. The Lacrima explodes upon landing on the ground.[13]

Elsewhere, Brain feels Racer's defeat as one of the marks on his face disappear. He is shocked at the defeat of one of the six pillars and mutters that he has underestimated the enemy. He turns to Midnight, sleeping by the sides, and orders him to wake up and destroy every last one of their enemies. He wakes up and heads out to defeat the Allied Forces.[14]


  1. Fairy Tail Manga: Chapter 135, Pages 17-20
  2. Fairy Tail Manga: Chapter 137, Pages 15-19
  3. Fairy Tail Manga: Chapter 138, Pages 14-21
  4. Fairy Tail Manga: Chapter 139, Pages 5-6
  5. 5.0 5.1 5.2 Fairy Tail Anime: Episode 56
  6. Fairy Tail Manga: Chapter 139, Pages 6-9
  7. Fairy Tail Manga: Chapter 139, Pages 10-12
  8. Fairy Tail Manga: Chapter 139, Page 13
  9. Fairy Tail Manga: Chapter 139, Pages 13-16
  10. Fairy Tail Manga: Chapter 139, Pages 17-20
  11. Fairy Tail Manga: Chapter 140, Pages 2-9
  12. Fairy Tail Manga: Chapter 140, Pages 10-15
  13. Fairy Tail Manga: Chapter 140, Pages 15-17
  14. Fairy Tail Manga: Chapter 140, Pages 18-19


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