Gajeel tells Levy to use her magic to make oxygen for their drowning guildmates while he continues to battle Torafuzar. The demon hardens his body to neutralize Gajeel's attacks while Gajeel and Levy begin to succumb to Torafuzar's poison. However, Gajeel uses the carbon-rich water to furbish his iron body into steel, which cuts through Torafuzar's defenses and defeats him. Tempester attacks Gajeel after he is left weakened from the fight, but Laxus comes to Gajeel's rescue and faces Tempester in a rematch.