Chapter 3: Life in Fairy Tail part 2 1/3

(re-written version)

(respond to old reviews)

Dxhologram: We already talked about it through PM… no need to say the same things twice right.

Blight846: Thanks!

altajir95: Thanks! And I agree, most fics involves someone being paired up with either Lucy, Erza and Mira, however I have already decided on the pairing to be ItachixMira, sorry if that disappoints you.

digreg: Thank you!

nickclause: Thanks! And Itachi and Mira are happening.

Saru: Don't worry the others will have their time in the sun, and as for you question it will be answered in this chapter.

fssmonik: Thanks for all the help. And I have solved the pairing issue so no problem there anymore.

Corey: Yeah well, Laxus wasn't an S-class mage when Erza joined, in fact he didn't become one until two years later. Also Itachi's reserves are higher here than in the Naruto verse duo to him absorbing ethernano, plus what caused Itachi to have low chakra reserves was his sickness but I think you know that. Also it was only the ribcage stage of the Susanoo nothing serious.

Terra: Your suggestions are noted, and Itachi will of course form bonds with his guild mates, so far he has formed bonds with Erza, Gray, Makarov, and since Laxus in the end thought of Itachi as a rival I think they have formed that kind of bond. But I will have him forge more bonds before the time skip.

Shadowjab17: I already PM'd you about it. I don't know of if you have read it though since you didn't respond.

Sandwich: Maybe sometimes, but it wouldn't happen often of course, and I have considered bringing some villains from Naruto into this fic as enemies for Itachi to fight when I don't know who of the certain groups Fairy Tail will be fighting him.

Alexxy: Thanks! And no I don't think Itachi is too overpowered, I mean during the final records of himself that he gave to konoha before he left the village he was stated to be on par with Jiraiya.

Guest: Well that pairing is happening so, yay.

Chapter 2: Life in Fairy Tail part 2

Itachi ran towards the exit, when he reached the end of the tunnel he ended up in a forest where everyone else that passed the first trail was waiting for him, including master Makarov, Gray and Erza. The ones that had passed the first trail were, Cana, Freed, Evergreen and Itachi.

"Greetings brats! You all did well to get this far. Cana defeated Macao, Freed defeated Bickslow, Evergreen defeated Wakaba, and Itachi defeated Laxus." Makarov said with a smile while most of them looked at Itachi in shock, one in anger.

"H-He beat Laxus? How is that possible?" Freed questioned gritting his teeth as he glared at Itachi who looked calm.

"He must have cheated, right?" Evergreen questioned while sweating nervously.

"No, the master witnessed every fight. He couldn't have possibly cheated." Freed replied.

"Amazing onii-san!" Erza said with a big smile. "You were amazing!"

"Thanks, Erza." Itachi said and petted the redhead's hair.

"Got to admit, I never expected you to beat Laxus." Gray said while grinning.

"That should knock that brat down a notch." Makarov muttered to himself referring to Laxus's ego.

Cana looked at Itachi a little nervously, how could she win against him? Was the question going through her mind, heck it was going through the other two candidates' minds as well.

"Now on to the next trail. It will be a treasure hunt to find a certain key in these forests. That key will open the door to the final challenge on the other side of the island. Of course, you will have to fight all the monsters lurking around in those forests, plus each other. Whoever gets the key to the gate first wins the second trail. Understood!?" Makarov explained the second trail as he raised his arm.

""Yes!"" The challengers replied.

"And start!" Makarov said as he lowered his arm. The moment that happened Itachi leaped into the forest at high speed jumping from tree to tree. Everyone was left gaping while Makarov simply chuckled. "Better hurry up." When Makarov said that everyone else ran towards the forest. "Gray, Erza. Let's head to the gate for the final challenge."

"Yes master." Erza replied.

"Coming old man." Gray replied as both him and Erza followed the master.

With Itachi

Itachi jumped from tree to tree with his sharingan activated, as he looked around the area. "Would have been much easier with byakugan, but judging on how the master thinks. The key is probably in the center of the island, that way more of us will have a chance of stealing the key from another before whoever has the key reaches the gate for the final trail. Also, it should be in the area filled with most monsters in order to make it more of a challenge. That narrows it down, now where are most of the monsters?" Itachi questioned as he stopped on one tree branch looking around. "There are the others, and over there is the master, Erza and Gray heading towards the final trail. Hmm, there!" Itachi said and leaped towards that direction.

As Itachi jumped from tree to tree his eyes noticed something. 'Someone is following me.' Itachi thought.

With Makarov, Erza, Gray

They all looked into four different crystal balls that showed each of the contenders. "What's this? Seems Itachi figured it out pretty quickly." Makarov said.

"Of course he did, onii-san is the strongest smartest person there is." Erza said with confidence, well she hadn't meet anyone stronger than Itachi yet so it's understandable.

"Looks like someone else figured it would be best to follow him." Gray said looking into one of the crystal balls.

"Hmm, this should be interesting." Makarov said with a grin.

Back with Itachi

Itachi didn't pay any mind to the person following him, and focused more on what was ahead. Itachi jumped out from the woods and spotted something shiny sticking out from a mountain side. But the way to it was surrounded by different beasts, some that looked like some dinosaurs, other like some crocodiles, and other looked like rhinos. They all looked at Itachi who looked at them with his sharingan spinning. "Sleep." Was all Itachi said when suddenly they all began to look drowsy and fell down on the ground snoring. Itachi then leaped towards the key and pulled it out, when a bullet made out of light hit the ground beside him. "I was beginning to wonder when you would reveal yourself, Evergreen."

"Just hand over the key handsome, and I will let you walk away." Evergreen said with confidence.

Itachi then brought out a scroll, he opened in high speed and placed the key in the center of some marks. Then Itachi bit his finger drawing a trail of blood on the paper before making some hand signs and slamming his palm on the center of the marks. "Seal!" The key then vanished in a puff of smoke.

"Wh-What did you do?!" Evergreen questioned.

"I sealed the key inside of this scroll, and only I can open this seal." Itachi replied before placing the scroll in his pocket.

"Th-That's cheating!" Evergreen accused.

"No, I'm just being smart in order to insure my victory. Besides this isn't against the rules the master mentioned before the exams." Itachi argued. "Besides I defeated Laxus, what makes you think you stand a chance against me alone?" Itachi questioned.

"What makes you think she's alone?" Freed said as he stepped out from the forest.

"Let me guess, you decided to team up against me. Then once you beat me you will beat Cana and then fight each other for the key, right?" Itachi asked not seeming bothered about the odds.

"Precisely." Freed replied bringing out his sword.

"How foolish. It's about time I taught you a lesson that numbers don't always matter." Itachi said as his sharingan began to spin around.

"You underestimate us, just like Laxus underestimated you." Freed said pointing his sword at Itachi.

"You want to know something?" Itachi questioned.

"What?" Freed questioned.

"I didn't even use my full power against Laxus. Which by the way, he used all of his." Itachi replied.

Evergreen and Freed began to sweat a little before they put their game faces on. "Charge!" Freed ordered.

Fairy Machine Gun!

Evergreen released a torrent of energy needles that flew at Itachi at high speed. Itachi dodged every needle with his sharingan seeing everything moving in slow motion, making it easier for Itachi do avoid damage. Itachi then threw a kunai with a paper bomb tag on it that stabbed the ground in front of Evergreen. It exploded making some smoke when suddenly Evergreen flew out of the smoke with something that resembled fairy wings on her back.

Some walls of runes surrounded Itachi trapping him. "Good luck escaping that." Freed mocked. Itachi looked around with his sharingan then he looked at one spot on the wall and placed the palm of his hand on it and sent a surge of his energy through it, making the walls collapse. "W-What the?!" Freed questioned.

"My eyes can see the weak spot of your barrier." Itachi replied when he noticed one of Freed's eyes turned black with his pupil turning purple.

Dark Ecriture: Pain

Freed sliced his sword in the air sending some runes at Itachi. Itachi suddenly felt a surge of pain in his body. Freed continued to slice the air making the pain in Itachi increase. 'Wh-What is this? An illusion?' Itachi thought using his sharingan to look on his body seeing the signs of runes. 'This…' Itachi fell to his knees clutching his hands on his stomach as he had only felt this amount of pain in the early stages of his sickness.

"That's the end." Freed said with a smirk, then he widens his eyes in shock.

Itachi got up and leaped at Freed delivering a kick to his gut. "How could he move?!" Evergreen questioned as she saw Freed vomit out blood.

"With the pain I have seen others experience, and experienced myself. This is nothing." Itachi said as his eyes twitched in slight pain, although he was so used to being in pain that it didn't really bother him that much.

Dark Ecriture: Fear!

Freed sliced the air sending another wave of runes, this time Itachi dodged them with his sharingan as Freed continued to slice the air. As Itachi approached Freed with his fist raised.

Dark Ecriture: Wings!

Freed used the runes to form a pair of wings on his back as he flew up dodging Itachi's punch. "This is my trump card, I was hoping to save it for the final trail. Oh well."

Dark Ecriture: Darkness!

Freed's body transformed into some sort of demon. "Evergreen! Now!" The now demonic looking Freed shouted as Itachi was a little distracted from Freed's transformation.

Fairy Bomb!

Evergreen surrounded Itachi with some dust particles that made a powerful explosion. "Got him!" Evergreen said as when the smoke cleared all there was, was a wooden log "What the?" Itachi then appeared behind her, she slowly looked behind her and removed her glasses making them glow. "Now turn to stone!"

Itachi turned to stone making Evergreen let out a victories laugh. The laughter slowly died down when Itachi's began to appear all around her. "Wh-What is this?" Evergreen questioned in fear, in a desperate attempt she extended her arms.

Fairy Machine Gun!

Evergreen shoot out a various number of needles around her that just went through them like they were ghosts. "What's going on?" Evergreen questioned as they attacked her making her let out a scream. "AAAAAHHHHHH!"

Freed stared in shock as Evergreen feel down to the ground unconscious. "That takes care of her." Itachi said then turned his attention to Freed. "Now for you." Itachi said and despite still being in immense pain he walked towards Freed.

'His still in immense pain, and he keeps acting like it's nothing. And he defeated Evergreen like she was nothing.' Freed thought backing up a bit out of fear, then he narrowed his eyes and charged at Itachi. Freed delivered a punch which Itachi just dodged by leaning his head to the side, Itachi grabbed his wrist and threw Freed into the mountain.

Darkness Flare Bomb!

Freed shoot a sphere-like bomb made out of dark energy at Itachi from the rubble.

Fire style: Fire ball!

Itachi spitted out a large fire ball that collided with the sphere making an explosion between them. Freed then leaped out of the smoke with his fist raised, Itachi ducked from the punch and delivered a kick to Freed's face.

Freed then swung his arm at Itachi who blocked it with his arm in an x-formation. Freed then tried to kick Itachi in the face, when Itachi took his arm next to his face and blocked the kick pushing his leg back. Then Itachi kicked him in the chest sending him flying back. Freed then had his hands covered in dark energy.

Darkness Breath!

Freed charged dark energy and molded it into the shape of a destructive tornado. Itachi stared into the destructive tornado then he made a few hand signs.

Fire style: Majestic destroyer flame!

Itachi spitted out a massive wave of flames that spread itself to look like a large wall of flames, when it collided with Freed's tornado the flames began to burn more violently. Freed backed away from the flames and flew up in the air dodging the flames.

Darkness Flare Bomb!

Freed shoot out a sphere of dark energy towards Itachi who leaped away dodging it. Itachi leaped to the mountain side and bounced from it and towards Freed. Freed flew towards Itachi and threw a series of punches, Itachi jumped from one of Freed's fists and ended up behind him kicking him in the back sending him crashing into the rubble.

Freed crawled out of the rubble when he's demon form suddenly vanished and he collapsed. "Guess it's over." Itachi said as the pain vanished. "Now the only other contender is Cana." Itachi said as he used his sharingan to find her energy signature. "I don't see her in the area. She must have either gone further in, or is waiting to ambush whoever has the key." Itachi said as he made two clones that grabbed Freed and Evergreen. "Take them to the master." Itachi said and his clones nodded in response before they jumped away into the trees.

Itachi then leaped from tree to tree all the way to the finish line. When he arrived at the end of the forest there was a large wall in front of him with a large gate with a key hole. Itachi looked with his sharingan and saw several energy signatures that belonged to the master, Erza, Gray, Laxus, Freed, Evergreen, Macao, Wakaba and one more person with a huge amount of ethernano. 'Guessing whoever that is. Is the final trail.' Itachi thought when he suddenly jumped away as a few cards stabbed the ground and then exploded.

"Damn it!" Cana cursed as she got out from hiding, she had hidden herself in a bush.

"Figured you were hiding around here." Itachi said.

"Yeah well so what?!" Cana questioned.

"Question. Why didn't you use a sleeping spell card?" Itachi asked with a deadpan expression while Cana froze with her eyes wide and her mouth gapping. "Guess you forgot it."

"Shut up!" Cana shouted and threw some cards that send some bolts of lightning, waves of water, waves of flames, and wind.

Itachi dodged every attack. Then Itachi threw several kunai's with exploding tags while Cana threw some throwing cards, when the kunai's and the cards collided they exploded. Cana then brought out a card with a grin on her face. "This will end you!"

Sexy Lady Card!

Cana threw the card when it turned into a bunch of curvy woman that were only wearing a tiny bikini. The girls all went up and hugged and rubbed themselves up on Itachi. "Oh! Itachi-sama!" One of the girls said in a seducing voice.

"Come and play with us! Itachi-sama!" Another one said sending blowing kisses at Itachi.

"Yeah, we're lonely." Another one said grabbing his chin kissing his cheek.

""Itachi-sama!"" They all said hugging him.

"Now I got him!" Cana said and brought out some cards.

"I think I understand how you beat Macao now." Itachi said shocking Cana duo to his unfazed expression. "But trying to bring up bad memories from my days at the academy won't work, although I'm bound to have nightmares after this."

"Wh-Why? Why didn't you freeze in embarrassment? You're a guy, being surrounded by pretty girls should be your dream." Cana questioned as this seemed to be her first time coming in contact with a man that wasn't a pervert.

"Yeah, I don't really care about these kinds of things." Itachi replied with his deadpan expression.

"So, you like guys then? Cause I have a card for that too!" Cana brought out another card.

"No, I'm straight. I just think there are more important things in the world than female body parts." Itachi said as the women around him vanished.

"Then I have to beat you another way!" Cana said bringing out a deck of magic cards.

"You know that I'm way stronger than you, right?" Itachi questioned.

"I don't care! I have to win! I have to become S-class no matter what!" Cana said and threw five cards that sent different lightning bolts that had different colors. Itachi made a few hand signs.

Wind style: Vacuum bullets!

Itachi spitted out five bullets made out of wind that crashed into the lightning bolts nullifying them. "Why is this trail so important to you?" Itachi asked as he jumped away dodging an exploding card.

"None of your business!" Cana replied and threw a sleeping card spell that Itachi managed to dodge just in time.

"If you tell me I might let you win." Itachi said making her stop dead in her tracks.

"What? Why should I believe you?" Cana questioned.

"I don't really care if I become an S-class or not. The only reason I'm doing this is because it will give me more missions that go further in this world that I can explore." Itachi replied. "However, if you have a very good reason I might just let you win."

"What do you mean by might?" Cana questioned.

"It's exactly as it sounds like. If I let you win I would have agreed that you have a good reason, but if I don't let you win I mean that it's a stupid reason or a reason that can be solved another way." Itachi replied.

"Fine…." Cana said and took a long pause. "It's about my dad."

"Your dad?" Itachi questioned.

"He doesn't even know that he has a daughter, since my mother left him before I was born. And when she died I went out to look for him, and then I found him in Fairy Tail." Cana said.

"So, did you tell him?" Itachi asked.

"No. He was always busy with his jobs that I never found the time to tell him. I was also afraid that he wouldn't acknowledge me. So I thought that if I could become S-class he would-" Cana explained.

"Acknowledge you." Itachi finished to which she nodded and Itachi understood where she was coming from, Sasuke used to compete with Itachi to get acknowledged by their father, but Itachi although he knew what kind of struggle she was going through, knew there was a different solution. "I'm sorry but I can't let you win."

"What?! But you said-" Cana questioned.

"First of all, I said I might let you win. Secondly your reason is not a stupid one. However, I think you are foolish for thinking that your father won't acknowledge you despite you being an S-class or not." Itachi said.

"You don't understand! My father is-"

"Gildarts, correct?" Itachi questioned.

"How? How did you know?" Cana questioned.

"Judging by the fact that you thought you needed to be an S-class mage for his approval, means that he has to be one himself. And the only S-class mage in Fairy Tail is, Gildarts Clive." Itachi said making Cana widen her eyes in surprise.

"You don't know that he would acknowledge me. How could you know that?!" Cana said as tears ran down her cheeks.

"Simple, judging by the way people in our guild talks about him tells me that he is a nice guy. Besides what kind of father wouldn't love his only daughter." Itachi said making her tears run even more. "I'm not going to tell him anything don't worry. I'll let you tell him when you're ready. If you still think you need to be an S-class mage to get his approval then fine, but you're not winning it this year." Itachi said with a small smile. "Also, if you would like, I could help you train to perfect your magic skills for the next trail."

"Are you serious right now?" Cana questioned with a look of disbelief.

"Of course, my plan was to help anyone that needed help with their training in our guild." Itachi replied.

"Why?" Cana questioned.

"We're a part of a guild that helps each other perfect their magic skills, right?" Itachi asked with a smile. "Besides I want to see what all of you are made of." Itachi had planned this from the start ever since he and Erza got to the guild, not only to improve Erza's skills, but others that might need it as well.

"I-I surrender…" Cana said as she fell to her knees.

Itachi brought out his scroll and bit his finger drawing a new trail of blood on it before doing some hand signs. "Release!" The key puffed out of a cloud of smoke. Itachi took the key and opened the gate. When he walked through it he saw what looked like to be a battle ground, he then looked to the side to see all the others and then Cana walked towards to them while Itachi stood in the stage.

"So, you're my opponent huh?" A male voice asked. Itachi looked towards the source of the voice and saw a tall muscular man, with shoulder length orange hair that was slicked back, he had a stubby beard. He was wearing a long black tattered high-collared cloak with shoulder plates, he had a simple pair of loose-fitting black pants that was tucked inside simple boots.

"You are Gildarts Clive I presume." Itachi said getting ready to fight.

"And you're the new guy who beat Laxus. Itachi right?" Gildarts questioned to which Itachi nodded.

"For the final trail Itachi! All you have to do is either beat Gildarts or impress us with your skills fighting him! Do that and you will achieve the title of S-class!" Makarov informed.

"That Gildarts is very strong, right?" Erza asked her new friend Gray.

"Yeah, he's the strongest in the guild. I like your brother and all, but no way is he gonna win." Gray replied as he like most were confident that Gildarts would win with no difficulty.

"He might surprise you. Right Laxus?" Makarov said looking at his grandson that had a few bandages around him.

"Hmm, I'll admit the guy is strong. And I can tell that he held back when fighting me, so who knows what will happen." Laxus replied as he stared intensely at the battle field, ready to witness Itachi's true power.

"I'll admit the kids got talent but this is Gildarts we're talking about." Wakaba said while blowing his cigar.

"I know right." Macao agreed.

"Even if he doesn't have the strength, he could still outsmart Gildarts." Freed said.

"Begin!" Makarov shouted.

Itachi quickly made a few hand seals, and began to inhale. He didn't use that much chakra as he wanted to test out Gildarts' power first.

Fire style: Fire ball!

Itachi spitted out a fire ball that went straight for Gildarts. Gildarts raised his fist and punched the fire ball reducing it to small fire cubes. 'His magic is able to crack other attacks into pieces huh. That means a normal justu won't be enough. I have my illusions, but if he is stronger than Laxus I will need a very powerful one.' Itachi thought as his eyes turned into mangekyou sharingan. Itachi leaped at Gildarts he looked Gildarts in the eye.

Everything around Gildarts turned black and white. "An illusion?" Gildarts questioned when he suddenly spotted an army of Itachi's holding a sword each. Suddenly Gildarts's arms were trapped in a hold as well as his legs. The Itachi's approached him and proceeded to stabbing him.

"With my Mangekyou Sharingan I can cast you in a powerful genjutsu." The Itachi's said in unison as they kept stabbing Gildarts over and over again for hours.

Gildarts clenched his fist in pain and let out small grunts of pain. "Ugh! Gah! AHHHH!" Gildarts screamed in pain when he suddenly began to power up his magic power. Everything around him began to crack, as everything vanished. Gildarts looked around to see that everything was back to normal. "That…was way to close."

"He broke free? How?" Itachi questioned, he was surprised by this. It may not have been the Tsukuyomi since that was too dangerous to use for a friendly sparing match. But it was still a powerful genjutsu, usually one would need to be the level of a high ranked ANBU or kage to break free from that kind of genjutsu.

"I have faced many opponents using illusions, but this one is by far the most powerful one." Gildarts complimented as he had look of excitement. "This might be worth some effort."

Itachi concentrated his chakra and magic power to his hand. 'The fourth hokage's jutsu, might be the only attack I could use against this guy that he can't break. Although I can only use an imperfect version of it, it should still be enough to injure him.' Itachi thought as in his palm a blue orb was made. Itachi then charged at Gildarts.

"Heh, nice try." Gildarts said as he punched the ground making it crack up into several cubes. Itachi almost fell down into one of the cracks but then with his available hand he made a hand seal, and then his body vanished. "What the?" Gildarts questioned when Itachi appeared behind Gildarts, almost like he had teleported. Itachi then slammed the blue orb into Gildarts' back.

Rasengan!

The orb sent Gildarts flying crashing into a wall making rubble fall upon him. Suddenly that rubble was reduced to small cubes as Gildarts got back up, he dusted himself off and had a wide grin appear on his face. "I felt that one." Itachi brought out a few shurikens and threw them at Gildarts, the shuriken suddenly took a turn around him. "Are you even trying to beat me kid?" Gildarts questioned when he suddenly felt some wires around him that tied up his body. "What the?" Gildarts looked at Itachi who had the end of the wires in his mouth. Itachi made a few hand signs.

Fire style: Dragon flame!

Itachi spitted out a wave of fire at the shape of a dragon's head, it burned through the wires and crashed into Gildarts, letting out a violent blazing amount of flames. Itachi then made another set of hand seals.

Wind style: Vacuum blast!

Itachi sent a wave of wind at the flames making them burn more violently. The flames then also turned into cubes as Gildarts leaped out from them. Gildarts had a few burn marks on him as well as having his cloak burned away. Itachi was then suddenly in a flash in front of Gildarts and delivered a kick to his gut sending him back a few meters. "You're pretty strong for a teenager." Gildarts complimented. "But you can't beat me with those kinds of attacks."

Itachi concentrated both his chakra and ethernano as five magic circles appeared around him, one orange, one blue, one yellow, one green, one brown. "Here goes nothing."

Five element dragons!

Out of the magic circles pooped out five different Chinese like dragons made out of the different elements. One was made out of fire, another one was made out of water, another made out of wind, lightning, and earth. The five large element dragons crashed into Gildarts pushing him back.

When the dust cleared Gildarts looked up to see Itachi who had his leg raised up high, and then he delivered an axe kick to Gildarts's head. Gildarts then punched Itachi sending him flying back.

'He packs a powerful punch, I think he just broke one of my ribs. No matter what I do ninjutsu has very little effect on him, one of my more stronger illusions couldn't take care of him, and I can't win with shuriken. Then my only option is taijutsu, or use my mabgekyou abilities.'

Itachi charged at Gildarts and then delivered a powerful punch to his gut. Itachi then spun his body around, and elbowed Gildarts in his gut making him gasp for air. Itachi charged at Gildarts again, Itachi jumped in the air delivering a flying kick to Gildarts's face.

Gildarts smirked as he spitted out some blood, and punched Itachi whom dissolved into a murder of crows. Itachi reappeared out from the murder of crows kicking Gildarts in the cheek. Gildarts then kneed Itachi in the back and kicked him back a few steps.

Itachi panted and quickly formed a hand seal, and vanished at high speed, he then reappeared above Gildarts and delivered an axe-kick to his head, making the titan of a man almost fall to the ground.

Gildarts then quickly got up, turned his body around and raised his fist as Itachi did the same and their punches connected. They both tried to push each other back but none of them would budge. "Guess I need to take it up a notch." Gildarts said and powered up pushing Itachi back and punched him in the gut. Itachi then used the same vanishing move again, and vanished from one place to another, delivering either a punch or a kick at Gildarts who struggled to keep up with Itachi's speed. Itachi then punched Gildarts in the face as lightning flickered around him.

Chidori rotation!

Itachi let out a huge amount of lightning as his body span around delivering kicks to Gildarts's face as well as electrocuting him. Gildarts then again punched the ground cracking it up even more making Itachi loose balance. Gildarts then appeared in front of him and delivered a punch to Itachi's face. Itachi then turned into a puff of smoke as he jumped out of the ground with a new formed imperfect rasengan in his palm.

Rasengan!

Itachi pushed the blue sphere into Gildarts' gut sending him crashing into a mountain. Then Itachi appeared in front of Gildarts delivering an upper kick to Gildarts's jaw sending Gildarts flying up in the air. Itachi kept kicking Gildarts further and further up in the air before delivering and open-handed strike and a kick at the same time, sending Gildarts crashing into the ground.

Gildarts suddenly emerged from the ground and to everyone's shock. A trail of blood was running down from Gildarts's mouth as well as a cut on his forehead. "H-He made Gildarts bleed?!" Macao questioned with wide eyes in disbelief.

"There's no fricking way!" Wakaba shouted with the same expression.

Makarov let out a small chuckle, Erza smiled wildly cheering for her brother, while everyone else even Laxus was shocked, they had sweat running down their heads as well as slightly widened eyes.

Gildarts wiped the blood from his mouth and looked at his arm were the blood stain was. Gildarts then began to let out a laugh. "I never thought that anyone at your age could put up this much of a fight! I'm impressed kid!"

"Hey gramps, why not stop the fight? He's clearly S-class material." Gray said in a low tone.

"Your right, he's passed the trails now actually. But I want to see what more he can do." Makarov said in a whisper tone.

'With all the fighting I have done today, I barely have any chakra left. I have to finish this. If I merge my ethernano with my remaining chakra I should be able to pull off a Susano'o.' Itachi thought as he concentrated what was left of his power and then his eyes turned into mangekyou sharingan. A red ribcage formed itself around Itachi, and then it formed into a spectral red skeleton with glowing eyes.

"What the?" Gildarts questioned with a slightly shocked expression.

"That's what he almost used on me." Laxus said with sweat running down his forehead feeling an even greater pressure than the one back in the cave. He then clenched his fist. 'Just how much power was he hiding back then?'

The skeleton then swept its arm at Gildarts sending him flying into a wall. Gildarts then leaped towards Itachi at high speed with his fist raised, his fist was also letting out a glow of magic power. Itachi's susano'o grew flesh on one of its arms and threw a punch that collided with Gildarts's punch. The impact of the punch sent some shockwaves and cracked the ground below them. The susano'o then raised another one of its hands sending another punch at Gildarts, who caught it with his other hand. Gildarts then pushed the susano'o back a little and punched its ribcage. The susano'o began to crack.

Itachi then leaped back with the susano'o, then the susano'o began to grow flesh around it's body. Gildarts leaped at the susano'o again with even more magic power in his fist. When Gildarts threw the punch his fist collided with a large red spiritual shield. "What the?" Gildarts questioned when the force of his own attack was reflected back at him sending him flying back. "What is with that shield?"