Bisca Mulan and Alzack Connell take Makarov Dreyar to his old friend, Porlyusica, a healing Mage, in the East Forest of Magnolia for treatment. Back in the Fairy Tail Guild, the Mages comfort Lucy Heartfilia, who has already told them that she is the reason why Phantom Lord attacked them, and plan out a new battle strategy for another assault to Phantom Lord. Cana Alberona attempts to use her cards to locate Mystogan so he can help them out, without any luck. Mirajane contacts Laxus Dreyar though a Communication Lacrima Crystal, briefs him on the situation and asks him to come back. However, Laxus is being indifferent about it and says that he'll go only if Lucy becomes "his girl" and if Cana strips for him. Mirajane breaks the crystal before Cana can retort and cries, saying that she can't believe that such a person is really a part of Fairy Tail. She volunteers to fight too, but Cana tells her not to even if she was formerly an S-Class Mage because she could get in other people's way as she is now.
While in the shower, Erza Scarlet ponders on how they will continue the fight, as they had many injured members and their master is currently out of commission while Mystogan and Laxus are not in town. Suddenly, she and the other members of Fairy Tail feel a tremor. Alzack tells them that it's coming from the outside and they all rush out to find the Phantom Lord Guild literally walking on six legs towards their guild, much to their shock. Jose Porla, Phantom Lord Guild Master, introduces to them the Magical Convergent Cannon - Jupiter and orders Fairy Tail to be obliterated.
Erza requips to her Adamantine Armor and manages to stop the first wave of Jupiter and the Fairy Tail Guild remains intact. However, she is knocked out of commission as well. Jose Porla demands them to hand over Lucy, for they don't stand a chance at victory anymore. Fairy Tail does not comply with his demand and insists that they will never give up a friend, they will never give up Lucy. This angers Jose and he tells them to tremble in fear for fifteen minutes while Jupiter recharges. It's either they would get destroyed by his Shades, created by his Magic, or be obliterated by Jupiter. Happy, Natsu Dragneel, Elfman Strauss, and Gray Fullbuster infiltrate the Phantom Lord Guild to try to stop Jupiter while the rest of Fairy Tail defends themselves and their guild from the Shades. Meanwhile, Mirajane puts a sleeping spell on Lucy and asks Reedus Jonah to take her to the safehouse. She takes Lucy's form and vows to protect her guildmates.
Cana stands as the leader as Erza falls. She has all the remaining Fairy Tail members defend the guild. She casts her Card Magic to attack the Shade Troopers while Alzack and Bisca use Guns Magic. One of the Troopers manages to touch Wakaba Mine and he notices that his energy is being drained. Loke warns them that the Shades are cursed and uses his Ring Magic to eliminate some Shades in his way. Jose confirms that the Shades are, indeed, cursed and that being touched by them could sap away your life.
Alzack and Bisca hear this, note that they just don't have to be touched to defeat the shades and attack together. Alzack charges his gun and uses Sunlight Shot that blows away a large number of Shades while Bisca requips and uses two rifles and simultaneously shoots at numerous Shades. By then, the members of Fairy Tail have already eliminated many of the Shade Troopers, however, each one of the Shades they were able to eliminate reformed. Fairy Tail realizes that there would probably be no end to this. While in the fight, Loke has a sudden bad premonition.
Max Alors is almost touched by a Shade when he gets saved by Cana's cards. He apologizes to Cana who replies that he should pull himself together and protect the guild at any costs. Cana announces that Phantom Lord does not suffer the sadness of losing comrades or the chagrin for the destruction of their guild, and so they cannot let Phantom Lord defeat them.
Meanwhile, Natsu is able to destroy the lacrima that charges Jupiter from inside the Phantom Lord Guild and this inspires the members of Fairy Tail to annihilate the enemy. However, Jupiter's destruction causes Jose Porla to activate the strongest weapon of Phantom Lord, the Super Giant Mage Phantom MK II. The number of Shades attacking increases. From the outside, the Giant Mage seems to start writing symbols. Fairy Tail realizes that it's a Magic Seal and Mirajane notes that it's the seal for Abyss Break, a type of forbidden Magic that uses the four elements in order to destroy. They also realize that if Abyss Break isn't stopped, it could destroy the whole of Magnolia. Cana consults with Mirajane on how long it takes for Abyss Break to activate, to which she replies about ten minutes.Fairy Tail decides to keep up with defending the guild while they leave the deactivation of Abyss Break to the guys inside Phantom Lord: Natsu, Gray and Elfman. At first, Mirajane is panicked about her younger brother's condition, but after Cana's convincing words, Mirajane tells herself that she will fight as well and showed herself to Jose Porla, in Lucy's form, claiming that she is Lucy and that he should stop the attacks on the guild at once. However, Jose Porla sees through her disguise and has her captured for attempting to deceive him.
Moments later, Cana notices that Mirajane has been freed from the clutches of the Giant Mage, thanks to Elfman who defeated Sol of the Element 4, and is relieved. She almost collapses out of exhaustion, but gets up with determination, telling Macao Conbolt that they should focus on the enemy in front of them and both take out a few more Shades. Macao notes that it's the women that are the strong ones in their guild. Most of Fairy Tail looks exhausted like Cana, but they continue to fight. She orders them to spread out and not clump together. Laki Olietta notices that Loke is suddenly gone and Alzack explains that Loke said something bothered him and he went to Lucy's safehouse. Wakaba complains about Loke's sudden disappearance, but they explain that if Abyss Break isn't stopped, there's no safe place in Magnolia anymore.
Much later, the Giant Mage slows down even more after Gray and Juvia Lockser's battle. Cana and the other Fairy Tail members notice this. They also notice that a long time has passed since the Abyss Break Magic Seal was first activated. The Mages start to grow anxious. Cana only says that they can only pray for Natsu and the others' success and all they can do is take on the Shades so they don't get in Natsu's way.
After Aria's defeat at the hands of Erza, the Abyss Break Magic Seal starts to glow then disappears. The Giant Mage seems to deactivate as its eyes lose their light and its arms droop. The members of Fairy Tail cheer at this. Their joy is later damped when Jose Porla announces that he has Lucy once again and that one of their objectives has been completed. All that's left is for Fairy Tail to be wiped off the face of the earth. The Fairy Tail Mages are left to keep up with the rising number of Shades despite their exhaustion and injuries. A few Shade Troopers manage to touch Cana and a number of Fairy Tail Mages, who are suddenly overwhelmed by the Troopers' increase in power.
The Fairy Tail Mages are slowly being overpowered by the Shade Troopers. Suddenly, the Shade Troopers come together and form a large ball of dark energy with plenty of arms. This one big ball of energy created by the Shade Troopers moves to the Fairy Tail Guild and throws multiple punches at it, causing it to start to crumble. This reduces Cana to tears and soon, the building collapses. The Shades then separate and return to their individual forms. Even with the disheartening loss of their guild building, Fairy Tail keeps on battling the Shades and declare that they fight isn't over yet.
Both the Shade Troopers and the Fairy Tail Mages are later distracted by explosions in the Phantom Lord Guild and soon they see that it has been trashed by none other than Natsu, defeating Gajeel Redfox in their battle. Fairy Tail erupts into cheers. Now, only the Guild Master is left.
Later, the Mages notice the thundering of the sky and the quaking of the ground. A massive amount of Magic Power is coming from inside Phantom Lord, its source the two Guild Masters and Wizard Saints, Jose Porla and Makarov. Soon after, the sky opens and a large bright Magic Seal forms and gives off a very bright flash of light. The Shades, along with Jose Porla, are eliminated by the warm and compassionate light that Erza identifies as Makarov's Fairy Law, a super-powerful spell that invokes a righteous light that slays only those the caster views as an enemy.
Victory in the war of Phantom Lord Guild and Fairy Tail Guild officially goes to Fairy Tail as the whole guild celebrates their triumph, despite the casualties they suffered along the way.
Makarov and the rest of Fairy Tail assess the damages done to the guild. As they do this, Lucy approaches Makarov with a sad face. Suddenly, Levy McGarden and her team plus Reedus show up and tells her not to give them that frowning face. Makarov reminds her that Fairy tail shares everything. A single person's happiness is everyone's happiness, a single person's anger is everyone's anger and a single person's tears are everyone's tears, that's why she has no reason to feel guilty. All this warmth and acceptance from the guild makes Lucy cry in front of the whole guild.
However, Makarov takes note in his head of the damages once again and thinks that they went overboard once more. The Magic Council would be mad at him again and if things don't go well, he might even be imprisoned. This realization also reduces Makarov to tears, much to the surprise of the guild.
They are later questioned by the Rune Knights. It takes a week of interrogation for them to stop and the verdict on Fairy Tail would arrive later. The verdict is not expected to be serious because of the evidences and witnesses that proves Phantom Lord's assault. Meanwhile, the Mages of Fairy Tail are rebuilding (and expanding) their guild.