Erza's flashback continues. Her magical prowess awakened in the revolt against the slaves' oppressors, but she failed to save Jellal. Now she has no choice but to fight her former friend to stop him from releasing horrors upon the world.
Natsu runs around the tower in search of his cat, Happy. Said cat finds himself in a room with many kitty cat-themed furniture. He flails about wondering why his allies left him behind and bumps into an orange cat toy. The toy's eyes glow and starts walking. Happy turns away from it saying that he wouldn't by tempted by "stupid kiddy kitty merchandise". Five seconds later, he starts to run after it and tells it to wait for him. Then, Erza tells the story of how Jellal turns evil.
Erza's Flashback and Origin Story
A flashback starts with a young Wally kicking a guard while a young Simon says "We're tough because of all that 'training' you gave us!" Young Erza is armed with a sword as she takes another guard down as young Shou and Millianna join in the fight. As the rebellion goes strong, Jellal is seen in a dark room being tortured with electrical shock until he "learns to revere our great god" as the two cronies put it. Jellal thinks about he doesn't need a god, especially since it's a god that can't even save one child.
He goes on by saying that he hates everything. The room gets darker than usual as a rather feminine voice starts talking about hatred that it will consume. Jellal looks around wondering where the voice came from as it starts musing over fools that want to resurrect it. The voice then begins to take shape as a black blob. It laughs about how lucky Jellal is to meet the god they worship because he has such a deep hatred. It introduces itself as "Zeref". Then, young Erza is seen continuing the rebellion and commands that they liberate Sector 8 next. Young Simon opposes the plan because the guards are too stiff, but young Erza wants to free Jellal. Young Wally comments that "Simon doesn't have a prayer". Young Simon then asks if she loves Jellal, to which Erza doesn't give an answer. He starts, "I have always--", but is interrupted by a blinding light followed by an explosion.
The magic troops, decrepit-looking corpse-like creatures that shoot magic from their mouths, have arrived and mindlessly attempt to quell the uprising. The people panic and immediately flee as young Erza weakly tells them not to give up. Someone shoves her out of the way as she tells herself that she has to save Jellal. The magic troops fire at her as young Shou yells, "Sister!". The attack hits and as the smoke clears, Erza is unharmed because Grandpa Rob shields her with his body. He states that he won't let a young life perish and reflects the attack back. He is able to create a huge explosion, but it leaves his body in an even weaker state. Young Erza has a flashback about Rob teaching her how one can use magic because of their heart. The flashback mixes with "Zeref" brainwashing Jellal in the room as Rob is being bombarded with attacks from the guards. Rob is at his limit with shielding Erza. He says that Erza will find freedom and as he dies, she sees the Fairy Tail tatoo on his back. Meanwhile, "Zeref" teaches Jellal that there is no freedom, and he smiles.
She stares at the dust that was once Grandpa Rob and despairs. A magic circle then glows underneath her and she screams. The fallen weapons and shovels pick themselves up and impale the guards. Young Erza is able to use magic. She picks up a blade and leads the people against the guards once more. Later, she enters the room where Jellal is kept with a sword in each hand. She ignores the two people in there and goes straight to Jellal and unties him. Unfortunately, she is unaware of Jellal's evil and is speechless as she watches him eradicate the two people that have tortured him. He then turns to her, smiling, and asks her if she will help him resurrect Zeref. When she refuses saying that all they need is freedom, he blows her out of the room. He says that he will let her go, but he will keep the rest and have them work for him on the R-system. They argue for a bit about whether or not they will come back, but Jellal easily ignores her and goes with his logic. He offers her freedom, but warns her that she should never set foot back in the tower or else. Erza cries and then finds herself washed up onshore in an unknown beach.
The flashback ends as Erza says, "I...will fight Jellal."
The council argues over using Etherion. Shou is upset over being deceived. Simon reveals his true intentions. Meanwhile, Natsu stumbles on the room where Happy was. He decides to put on a cat helmet thinking that it was funny only to realize that he couldn't get it off later. Wally is seen in the doorway with his gun as he thinks to himself, "dandy".
Manga & Anime Differences
The anime's violence is more toned down than the manga but for Erza's flash back in the manga had more altercations than violence.
- The priests or the slave owners had actual faces in the manga versus their anime counterparts who have a mask covering their eyes.
- In the manga, the magic troops are actually human without masks and uses staff to shoot magic.
- In the anime, the magic troops are zombies with masks on that levitates and shoot magic out of their mouths.
- The death of Rob is different in both versions. In the manga, Rob's body is still there while in the anime, Rob's body disintegrates into dust.
- In the manga, Jellal brutally murders the two priests with excess blood.
- In the anime, the violence is toned down with Jellal blasting the priests into nothingness.
- The scene where Jellal holds Erza's chin does not happen in the manga. Instead, Jellal uses his magic to form hands to choke Erza in the manga version.