Natsu and Gray are up against the Naked Mummy guild. Meanwhile, Wendy is instructed to revive Jellal, who she "owes her life to". Wendy, though having heard of Jellal's bad deeds before, does not believe in them. Instead, she decides to resurrect Jellal, the one who saved her life. Natsu and Gray easily defeat the whole Naked Mummy guild, and are now up against Erigor, whom Natsu had once defeated. Lamia Scale and Blue Pegasus (excluding Hibiki and Ichiya, since Ichiya was captured) also defeat the other guilds they are up against. Nastu soon defeats Erigor, and everyone finds out where the base of Oración Seis is by asking those they defeated. Having reached near the base, Natsu shouts for Happy and Wendy, and attracts the attention of the Oracion Seis. Racer starts a fight with Natsu and Gray. Natsu and Charle go to find Wendy and Happy themselves, while Gray battles Racer alone. The two arrive to see Jellal revived. Natsu, Happy, Wendy and Charles leave first in order to heal Erza. Racer sees them escaping and tries to stop them, but Gray stops him in his tracks instead.

Hibiki manages to communicate with Natsu through his magic, Archive, and informs him how to get to where Erza is. Meanwhile, Gray is having trouble defeating Racer and his Dead Grand Prix, a ton of magic motorcycles. Gray gets on one of the motorcycles and starts a race battle with Racer. Halfway through the race, Gray encounters Lyon and Sherry, and Lyon joins in the battle. While in battle, Lyon discovers Racer's weakness and whispers it to Gray, and then freezes Gray. Sherry joins in too, but soon gets defeated. Lyon almost gets defeated, and when Racer is just about to stab him, he tells Racer that he knows of his magic - lowering the speed of his opponents, or rather, slowing down their sense of time in a certain area. Gray has broken free from the ice and is at the tip of it, and fires an ice arrow at Racer. However, Racer reveals an explosive lacrima on his body, and plans to take Gray, Lyon and Sherry along with him by killing them. Just as Racer is about to run to Gray, Lyon grabs Racer and jumps down the cliff, followed by a huge explosion. Brain knows that Racer is defeated, and wakes up Midnight.

Jura starts a battle with Hot Eye of the Heavenly Eye, and Wendy wakes up and heals Erza. Meanwhile, Cobra follows Jellal, being unable to read his mind, to see that Jellal finds Nirvana. Natsu runs off to find Jellal, determined to not let him meet Erza. Erza hears the name "Jellal" and sets off by herself without the others knowing. Racer's personal guild, Harpyia, tries to stop Natsu, but is easily defeated. Hibiki explains about the power of Nirvana - the people in between the power of light and darkness switch to the opposite element. The people of light who feel powerful negative emotion fall into darkness. Fearing that Wendy, who blames herself for reviving Jellal, would fall into darkness as well, Hibiki knocks her unconcious. Meanwhile, Sherry, who feels that Gray has caused Lyon's death, has fallen into darkness, and knocks Gray unconscious. Hot Eye is also affected by Nirvana, and teams up with Jura. Ren heads toward the light, but Midnight, who begins to hunt the magicians, gets Eve as his first victim.

Natsu is after Erza and Jellal and Lucy and Hibiki and Carla and Wendy are after him. As they search for him Natsu appears to find Gray unconsious in a stream. Natsu helps him out but Gray is actually two spirits from Oracien Seis. Gemi and Mini twin spirits of Gemini. They can copy anyone and know exactly what their thoughts are and copy their magical power. Gray (Gemini) undoes and anchor on a raft which Natsu is on and Natsu becomes sea-sick. Lucy and Hibiki arrive and see Gray is about to kill Natsu. They assume he has fallen for the darkness of Nirvanna. When they try to stop him Gemini takes on the form of Lucy then is able to control Saggitarius, who Lucy called out to stop Gray, Saggitaruis shoots at Hibiki making him unable to battle. Then Oracien Seis's Celestial Spirit Wizard appears, Angel. She tells Gemini to stop. Lucy replaces Saggitarius with Aquarius and Angel calls out Scorpio.

Though Angel is defeated, Lucy and Natsu end up falling down a giant waterfall; when they regain consciousness, they are attacked by Sherry, who is stopped by Gray and Lyon. Wendy reveals to Charle her past concerning Jellal and how she came to Cait Shelter. Meanwhile, Erza finds an amnesiac Jellal at the site of Nirvana; Jellal reveals that he placed a self-destructive spell on Nirvana, which Oración Seis mage Cobra is unable to dispel. Seeing the pain he has caused Erza, Jellal places a self-destructive magic upon himself.

Brain manages to gain control of Nirvana and actives its second stage - a monster that begins marching towards Cait Shelter, causing Natsu, Gray, Lucy, and Happy to rush off and defeat it. When Natsu and Happy try to get ahead, they are forced into an aerial battle against Cobra. Meanwhile, Erza saves Jellal and convinces him to live for the future, and they begin to devise a plan to destroy Nirvana.