It was as if chaos itself had decided to take over the entire world. The stadium seemed to scream with turmoil as the zombified dragons smashed their way into the stands, roaring with displeasure and decimating everything before them. One zombified dragon in particular, was made out of purple undead flames, and continuosly razed a path before him. (That's Atlas Flame......zombie version).

And there Team Fairy Tail was.......in the middle of crowds of panicking people and undead scaly monsters, almost completely dumbfounded by what was going on. FInally Natsu was the first to come out of his dumbfounded state. He yelled at the top of his lungs and charged the three Hydra Head mages, his body surrounded in furious flames.

"YOU FREAKING BASTARDS!!!!!! WHAT HAVE YOU DONE!!!!!!?"

However, Before Natsu could even bat an eyelid, There was a blazing dark blast, and Diablo was holding Natsu by his neck, his corpse-like breath breathing right into his face.

"Fool....." said Diablo. "How dare an ant attack a diety.......I will show you the error of your mistake....."

Diablo threw Natsu into the air over 400 meters, he then pointed a finger at Natsu.

"Dark Emblem Of The Damned!!"

a massive blast of dark energy infused with burning magma blasted into Natsu. Natsu fell to the ground with an earth shattering boom.

"NATSU!!" Erza drew her sword in rage and requipped into her Black Wing armor. She swung her sword at Diablo, only to have it blocked by Noiress Blackout's black sword. Noiress swung her sword in a super quick blur of crisscrossing flashes that Erza was barely able to block.

"Oh dear...." said Noiress. "I can't having you attacking Diablo can I? You might not live as long that way.....And I still want to finish that fight we were having much fun with.........."

"Hmph....." said Diablo. "I am off to complete the final phase........Noiress.....Aqualas.....dispose of Fairy Tail."

Noiress Blackout licked her lips in anticipation. "With pleasure......I'm sure Aqualas can take care of the others......I have only eyes for you Titania."

Diablo seemed to ripple for a moment before dissapearing. As Noiress and Erza began to cross swords furiously, Aqualas turned to face Gray and Wendy. "Your deaths shall be swift.........I have no desire to drag this out."

"Don't count your chickens before they hatch." growled Gray. "You're going down, right here, right now!!"

"Oh....?" said Aqualas. "Then let's see how you fare......"

"Relentless Strike of The Water God!!!!!!" Aqualas held out a hand, and the ground erupted as a ginormous wall of water 100 ft tall blasted out of the ground and formed itself into a giant fist which sped at Gray and Wendy. Wendy and Gray both jumped out of the way as Wendy puffed up her cheeks.

"ROAR OF THE SKY DRAGON!!!"

A massive twister of wind blasted towards Aqualas. However, Aqualas suddenly dissapeared in a black puddle of water and seemed to materialize right behind both Wendy and Gray.

"And to think...." said Aqualas. "I actually thought you might stand a chance."

Back at the crater where Natsu lay, Happy had just flown over and was nudging Natsu with his paws frantically. "Natsu!!! Natsu please wake up!! NATSU!!"

Natsu shakily got up coughing up a bit of blood. "D-darn it......that was worse then my last fight with Laxus........*koff*........."

"Natsu!!" shouted Happy frantically. "It's Elli!! She's gone after Mikoto!!"

"What!?"

"We have to go after them before both of them get hurt!!"

"Right...." said Natsu shakilly pushing himself to his feet. "Gotta.....save...Mikoto."

Natsu tripped and fell towards the ground again. But before he could hit the ground, a familiar set of hands caught him and held him close. It was Lucy.

"Lucy..." said Natsu. "Find somewhere to hide......it's dangerous."

Lucy shook her head. "Mikoto's my friend too......we're going after her together........."

Natsu nodded. "Guess I couldn't stop you if I tried.........."

"Same with you." said Lucy with a smile. "So where do you think Mikoto went?"

Natsu looked towards the massive hole in the stadium where Mikoto had blasted her way through earlier. "I have a hunch......."

Down near the central streets of Crocus, a massive black electric tornado was plowing it's way through the town. Nothing that got in it's way survived. Cobblestone road, houses....everything that stood within it's path got burned and torn to cinders. And in the center of that tornado was none other then Mikoto. Her blank black eyes and one silver round pupil staring unfeeling at the road ahead of her, walking without any sort of remorse or feeling.......

And towards the electrical tornado, flew a winged pink cat, who was tearfully crying out Mikoto's name. Begging her to wake up.

"MIKOTO!!!!" shouted Elli. "PLEASE!!!!!! IT'S ME!!!"

Elli clenched her paws. All her life, she had flown headlong into danger.......but whenever she did, she had always chickened out at some point. Just like when she couldn't steel herself to pass into Academy City.........but now was different.....now she had somebody she deeply cared about........and she wasn't about to chicken out of this!!

Elli yelled as she flew headlong at the storm of lightning, her eyes shut tight with determination. But before she even made it halfway to the storm, a black lightning bolt shot out of the twister and blasted her out of the air.

Elli tumbled out of the air, but just before she hit the ground, a familiar spiky black haired boy caught her with both hands.

"ELLI!!" Touma shook the pink injured cat. "Are alright!?"

"M-Mikoto....." Elli murmured. "Please......save......Mikoto..."

Touma looked at the electric tornado. "Don't worry...........I will...."

Edge of Crocus. Secret Observation Room.

Back in the observation room.......Gensei Kihara was laughing. He watched the screens with a bright bubble of pleasure bursting up in him. Finally, after so much research and time.....his experiments were about to pay off......

"Yes!!" said Gensei..."Finally!! I shall achieve utmost perfection.....and now....." Gensei turned to look at all the scientists who were currently in lab with him.... "I think about now, is when the intruders finally show themselve....."

As if on cue, two of the scientists suddenly threw off their lab coats and kicked aside some of the other scientists. It was Levy and Gajeel.

"Geeheehee...." Gajeel grinned maliciously. "How did you know?"

"I've always known..." said Gensei who returned Gajeel's vicious smile. "I just couldn't be bothered until now......But it's about time you nuisances were disposed of..."

Gensei snapped his fingers. Immediately, hatches in the walls opened up and massive mechs came on steel belted tank wheels. On their shoulders large automatic weaponry aimed themselves at Gajeel and Levy.

"Like them?" Said Gensei. "They're the latest models.......orriginally they were meant to go to Anti-skill to help them deal with high level esper criminals....but being me allows certain privelages."

"What are those things!?" said Levy backing up.

"Whatever they are..." said Gajeel. "They're just begging to be smashed."

The mechs immediately began peppering a massive barrage of bullets at the two mages. Gajeel, already foreseeing the attack instantly covered his skin in hard metalic scales. The bullets bounced off of Gajeel as he covered Levy protectively. Levy leapt out from Gajeel with her hands out. "Solid Script: Fire!!"

Immediately a blast of flames shaped like the word "FIRE" blasted out and melted two of the mech drone's dome-like heads off. Gajeel ran at the other two drones.

"Hard Fist Of The Iron Dragon!!" Gajeels metal fist rammed into a mech at collosal speed, causing the drone to fly into several more drones nearby, causing the drones to fall over. Gajeel's arm immediately morphed into a long spiked sword. The spikes along the blade's edge began moving around at rapid speeds so it became like a chainsaw.

"Sword of the Iron Dragon!!"

Gajeel ran over to the remaining drones and sliced them into piles of metal and circuits. He then morphed his other arm into a second chainsaw sword and began slicing and dicing the rest of the mechs.

"Geeheehee!! What did I tell ya Levy!?" said Gajeel. " They're just begging to be smashed!!"

Levy sighed. "Is that all you think about?"

Gajeel didn't respond to that, as he was having too much fun smashing more of the mech drones that were attacking. That was when Levy noticed Gensei running out a side door to the left. Without a single moment's hesitation, Levy ran after Gensei and kicked open the door.

Behind the door was a long metal hallway full of wires and strange electrical tubes. Levy didn't stop to look at the strange sights however. Instead she kept running down the strange hall...determined to catch Gensei. That was when she came to strangest looking room of all. It was large and extremely dark except for all the glowing liquid filled tanks that lined the walls. In each of the tanks were strange embryo looking gray skinned creatures.

"Wh-what is all of this!?" said Levy looking at the strangeness around her. "What are these things!?"

At the end of the room, standing in front of a large screen with a multitude of data displayed on it, was Gensei. He smiled evily at Levy. "Why......it's the result of my research of course......you see, what you are looking at, is AIM Burst........or more advanced copies of AIM Burst anyways......"

"AIM Burst?" said Levy. "That's that creature that attacked Academy City a year ago....Mikoto told me about that!" (Level Upper arc of Railgun)

"Very perceptive...." said Gensei. "As you probably well know, AIM Burst was comprised of the psychic energy from the multiple minds of those who were attempting to raise their esper abilities.....so Aim Burst constantly emits a massive amount of psychic energy........so by altering the AIM Burst clones with mental waves from the MISAKA network.....I was able to create a perfect set of constant signals to the Railgun's mind to induce a Level 6 shift...........however, they couldn't have done it alone........"

Gensei spread his arms out at the screen before him. On it were multiple windows on which Levy could see were psychological reports gathered over a period of months.

"You see..." said Gensei. "I needed her mind to be in the right psychological state for it to work.....so I formed a deal with Hydra Head......in return for ancient knowlege gathered on the dragons of our world....they helped us manipulate the matchups, convinced Madam Darkness to enter Fright Face in the games....and we did the rest....until finally, the battle between Railgun and Nicole Mavros unlocked the necessary brainwaves for the shift to begin!!"

Levy gritted her teeth. "So is that what you've been doing all this time......messing with Mikoto's head just so you could throw her into some twisted experiment!!?"

"My.....it seems you fail to see the scientific value.." said Gensei.

"SCIENTIFIC VALUE!!!?" screamed Levy. "That's my friend out there!!"

Levy turned to look at the AIM Burst Clones that were fast asleep in their tanks. If these were what were causing Mikoto so much pain....then it only made sense that they had to be destroyed.

Levy thrust her hands out at the tanks. "Solid Script..."

"Oh no you don't!" said Gensei pointing a finger at Levy. Immediately Levy flew off the ground and was pinned to the cieling with a painful thud.

"Y-You're an esper!?"

"No....actually I have something a bit more artificial then that.." said Gensei. "You see, by connecting my mind to the Aim Bursts I was able to also connect myself to the minds of the espers used to create them.........as a result....I have gained what is known as Multi-skill......In other words..."

Gensei held up a hand which instantly engulfed in flames. "I now have the abilities of over 250 espers."

Gensei threw a massive ball of flame at Levi. But before the flames could hit, a massive club made of iron blocked the flames and came crashing down at Gensei, who immediately dissapeared and teleported 5 meters away as the iron club wrecked where he was standing earlier.

"If there is one thing that's always ticked me off..." said Gajeel who had just entered the room. "It's idiots like you who think just because they've got a bunch of power...they can go kicking others around like a football."

"Gajeel....The Iron Dragon Slayer..." Gensei's eyes widened with evil pleasure. "I was hoping you would come. I was just thinking of a spectacular new experiment for which you would be perfect....."

Gajeel raised an eyebrow in confusion. "Eh?"

Gensei pulled out a remote from his pocket. "I know just how badly you two want to destroy AIM Burst and save your friend........So I think I'll give you that chance..." Gensei pressed a button on his remote.

All the creatures in their tanks opened their eyes at once, the moment their lids opened a strange ominous energy could be felt, as if something in the universe had just turned upside down and then turned right side up again fast enough make everyone on Earth sick.

All the AIM Bursts opened their strange ethereal mouths and began screaming a high pitched sound that was so earshattering that all the liquid filled tanks exploded and the creatures began to grow multiple tendrils which converged on each other, causing the creatures to merge and bubble together until they were one massive creature with red eyes and bubbly transparent skin. Over it's head, a halo made of orange energy formed and AIM Burst screamed out again with it's unnatural cry.

"What the heck!?" said Gajeel backing away. "And I thought Black Whisper was freakish!!"

"Now...." said Gensei with a deranged laugh. "You shall see the true results of science!!!"

Back on the central streets of Crocus.

"YAAAARRGGGHHH!!!!!!" Touma flew back into the cobblestone road, his chest smoking from the lightning bolt that had just blasted him.

Touma had been trying to reach Mikoto for about 10 minutes....but every time he got within 50 meters, the intense electromagnetic field would blast him back even before he could used Imagine Breaker to defend himself. He knew he was running out of time........Mikoto was evolving far faster then the last time she started shifting.

Mikoto's appearence had already changed to an even more frightening look. Both her eyes were now completely pitch black. The lighing ribbons that were in her hair had grown larger, and massive dragon horns made of electric energy had formed on her head. Her hands were engulfed in black electricity that had morphed into the shape of talons. A ginormous spiked tail made of black lightning whipped around and thrashed the already torn up cobblestone road behind her. The Thunder Dragon wings had already solidified into two massive triangular black plasma wings with large black electric spikes on the ends.

"Crap...." said Touma getting up wearily. "Any more of this.......and Mikoto actually might...."

"MIKOTO!!!" Touma suddenly saw Elli flying towards Mikoto again. Her eyes pouring tears as she once more attempted to save her beloved friend.

"ELLI STOP!!" Touma shouted out. "You're going to get yourself killed!!"

"I DON'T CARE!!" Elli cried out. "I'M GOING TO SAVE MIKOTO EVEN IF IT KILLS ME!!!"

That's when a massive bolt of black lightning exploded against Elli, causing her to fall out of the air again, bruised and burned from the blast. Before Elli hit the ground however, Happy suddenly came out of the sky and caught Elli, landing gently next to Touma.

"H-Happy?" said Touma.

"Aye Sir!" said Happy. "And it's not just me!!"

Natsu and Lucy approached Touma from behind.

"Someone call the calvary?" said Natsu grinning.

"About time." said Touma. "So you guys have a plan?"

Happy and Lucy looked at each other, then their faces looked completely forlorn with shock. "NO!! WE DON'T!!!!"

Natsu on the other hand laughed. "PLANS!? HAHAHA!! WHO NEEDS PLANS!!? WE'RE GOING TO SAVE MIKOTO AND NO STUPID PLAN IS GOING TO COMPLICATE IT!!!"

Natsu ran at the electric tornado at top speed, his fists engulfed in flames. In an amazing display of agility, Natsu dodged and rolled around the black lighting bolts and made it to the dense electric twister. Yelling, Natsu smashed his flaming fists against the electric twister and tore the condensed lighting apart till he made it inside.

Mikoto stopped in her tracks and stared at Natsu blankly. Her electric tail stopped thrashing for a moment.

"H-hey Mikoto..." said Natsu panting as the burns on his skin and hands smoked from having pushed himself through a twister of lightning.

Mikoto tilted her head, still staring blankly, a multitude of black sparks trailed from her black, cold, eyes.

"Remember me? It's your ol' buddy Natsu." Natsu walked over to the blankly staring Mikoto. "You're a little sick so why don't we....?"

Before Natsu could finish his sentence, Mikoto grabbed Natsu with her electric talons and smashed him into the ground, causing a massive shockwave of electricity to blast apart the twister that surrounded her. The houses all around the area became completely leveled and the road completely decimated.

"Aagghhh......" Natsu tried to pry off the talons that were pinning him to the ground. "Mikoto......come on.....don't let that thing control you!!!! COME ON!!!!"

That's when Natsu felt it........some sort of moisture was on on the side of his face.....it took him a second to realize that their was water dripping on his face.......and that water was coming from.....

"M-Mikoto....." Natsu murmured.

Tears were silently pouring out of Mikoto's black blank eyes. Each drop was like a diamond glistening with silent painful sadness.......

Infused with a new strength. Natsu became engulfed in massive powerful flames and with a yell, he began pushing the electric talon off of him. "You don't want this........I know you don't.........THAT'S WHY YOU HAVE TO FIGHT IT!!!!! CAUSE WE'RE ALL BEHIND YOU!!!!!"

Natsu rammed the talon off of him and grabbed Mikoto's shoulders. "Come on Mikoto!!! Snap out of it!!!!"

Mikoto's mouth moved slightly and two words came out....... "I-I'm sorry......"

Immediately a powerful explosion of incredible proportions blasted Natsu back. The explosion was so extreme that had someone been looking down at Earthland from space, they would have seen that slight light burst out from where Crocus was located.

When Natsu's vision had cleared up, he saw a black figure levitating in the sky...it was Mikoto, only now her body looked like it was completey composed of black energy. On her back were two massive black spiked wings. Her tail had solidified into a plasma tendril with sparking spears made of pure white light sticking out of it. her eyes were now completely white with bright sparking energy.

The ground was shaking, as if it could not take the massive power that was now blasting out from Mikoto.

Back in the observation room, AIM Burst uttered out a massive cry as it's energy halo turned black and began to shoot out electric sparks. Gajeel stepped back. "Wh-what's happening now!?"

Gensei smiled widely. "It's finally happened.......for the first time in history...........the level of god has been reached........Railgun.......is now the first ever esper to reach Level 6!!!!"