Gajeel and Natsu, trapped in the HQ with the others, are freed. Erza breaks the petrification of Evergreen and restores the other girls. Laxus casts the Thunder Palace spell on Magnolia, threatening to destroy the city. The stress of the situation causes Makarov to collapse. Levy uses her expertise in runes to rewrite a runic enchantment and free Natsu and Gajeel. Lucy defeats Bickslow with Loke's help. Juvia and Cana meet Fried Justine, who casts a spell forcing them to fight. Juvia sacrifices herself by destroying a Thunder Palace drone. Mirajane arrives, overcomes Fried after he tortures Elfman, and then persuades Fried to stop fighting.