After being defeated by Evergreen, Elfman Strauss is carried by his elder sister: Mirajane, and they walk toward a river. On the bridge over the river, they notice a fight going on. Cana falls, breaking through the bridge, screaming in pain. Mirajane and Elfman are surprised to see her, and Freed, from the bridge, says that Cana is a tough one and that that was to be expected of a veteran of the guild. Cana gets up, with tears in her eyes, and screams at Freed to take back what he said about Juvia being a child of Phantom this instant. Freed writes something with his runes on Cana's forehead, she screams in pain until she falls, defeated. Mirajane and Elfman are shocked of what just happened and Elfman runs towards Freed. Freed tells him that he has no right to join the games once against since he had already been defeated by Evergreen. Elfman ignores him and keeps going.
Freed's subsequent attacks on Elfman make Mirajane cry and plead for Freed to stop. When Freed is about to cast Dark Écriture: Death on Elfman, meaning death, Mirajane remembers the time when their little sister, Lisanna Strauss, "died" by the hands of Elfman when he was out of control with taking over the Beast Soul. This causes Mirajane to release a massive amount of Magic Power that makes Freed stop his spell and witness at the return of Mirajane, "The Demon".
Mirajane takes over her Satan Soul and charges towards Freed. He uses Dark Écriture: Wings to enable him flight and evade Mirajane's claws. She turns her head, looks at him angrily, rips out her own wings and speedily charges at him once more, this time managing to claw him twice. Mirajane vows that she will eliminate Freed. She casts Darkness Stream and sends tendrils of Darkness Magic his way. Freed attempts to evade a couple, but still gets hit by Mirajane herself. She kicks him in the gut and then claws him relentlessly. Freed flies away and Mirajane gives chase behind him. Freed decides that he has no choice and that only a Demon can master a demon. He casts Dark Écriture: Darkness on himself so he may become a demon. Their fists meet, the Magic Power released destroying the ground around them, and they proceed with hand-to-hand combat.
It is Mirajane who has the upper hand for a while. Their darkness-charged fists and feet clash for a short amount of time until Freed is overpowered and they crash into a cave. In the cave, Mirajane attacks him with Evil Spark. The electrocuted Freed is overwhelmed by Mirajane's power but vows that he cannot lose. He uses Darkness Breath, a tornado of dark energy, against Mirajane. They are later both out in the sky again. Freed follows up with Darkness Flare Bomb that sends Mirajane flying into the river.
Much to Freed's surprise, Mirajane gathers the water of the river around herself. Freed wonders in shock how much Magic Power Mirajane actually has. She casts Evil Explosion and throws the whole river at Freed. Mirajane quickly follows up with more punches and kicks. She casts Soul Extinctor on him and blows him away, sending him down to the ground. His Darkness Spell has worn off and Freed is back to his original form. Mirajane, unmerciful, punches him and pins him to the ground. Freed thinks that he can't possibly defeat Mirajane with her powers like that and he's going to be killed. However, just as Mirajane is about to deliver the final blow, she stops her fist from connecting with Freed's face and reverts to her original form.
She remembers the time Lisanna "died" once more and how she still managed to smile. She asks him if he thinks the battle is so meaningless. Freed asks her if she's pitying the defeated and yells for her to finish it. She tells him that they're all allies, fellow members of the same guild that smile together and laugh together. Freed insists that he only has one ally: Laxus Dreyar. Mirajane tells him that that's not true and that he must have realized. She thinks that it's not a bad thing to a single person but there's a number of people all around him connected to one another.
Momentarily, Freed remembers moments in the past when the Fairy Tail Mages were really friendly with him. Mirajane takes his hand and tells him that when he reaches out, there's always someone right there. It's when people realize how lonely it is on their own that they start to become kind. Freed starts to cry. In his sniffing, he tells her that he didn't want to do any of that and Mirajane comforts him by saying she knows. With a smile, she tells him that they should all enjoy the Harvest Festival next year.
In the Kardia Cathedral, Laxus is notified of Freed's defeat and Mirajane's removal from contention. That leaves the four, Gajeel Redfox, Natsu Dragneel, Mystogan and Erza Scarlet, against the last remaining enemy: Laxus.
The Thunder God Tribe, along with most of the Fairy Tail participants, has been wiped out except for the four and Laxus. There is still the Thunder Palace left and time is running out. In the guild, Levy McGarden wonders if Laxus is really serious about the Thunder Palace, as only 10 minutes are left until it is activated. She optimistically tells herself that things would work out since they still have Erza, Natsu, Gajeel and even Mystogan. Suddenly, Porlyusica comes in through the door looking for Makarov Dreyar, surprising Levy. Levy points her to the inner clinic but adds that Makarov's in a bad condition. Porlyusica states that she knows and that's why she came there. Levy asks her if she came to treat the Master and Porlyusica ignores her. In the clinic, Porlyusica stands over Makarov's bed. She requests that Laxus, the foolish grandson who's playing around while his grandfather's seriously ill, to come to the clinic. Levy asks her what she means about Makarov being "seriously ill", to which Porlyusica replies that she should just bring Laxus because Makarov doesn't have long left, shocking Levy.
In the Kardia Cathedral, the runes state that there are only six minutes left until the Thunder Palace activates. At this moment, a man in heavy clothing: Mystogan, enters the Kardia Cathedral. Mystogan demands for Laxus to deactivate the Thunder Palace immediately and they might even still be able to pass things off as mere additions to the festivities. After a bit of small talk, their battle begins when Laxus starts to call Mystogan with "Another-".