After Magnolia is evacuated for Alvarez's invasion, the city is struck by a surprise western attack from an armada of imperial airships commanded by Ajeel. Fried Justine maintains a barrier that protects the city, allowing Bisca Moulin to fire on the armada with the guild's Jupiter cannon, but Ajeel effortlessly disperses the attack. When Natsu, Gajeel, and Wendy's counterattack against Ajeel fails because of their motion sickness aboard his airship, Erza arrives to duel him, sending the Dragon Slayers to battle his ground forces. Meanwhile, Spriggan 12 member Wall Eehto breaches Fried's barrier, while Lucy discovers Brandish and a shrunken Marin in her bathroom. As Fairy Tail's other members assess the presence of three Spriggan 12 members within the city, they detect three larger factions of Alvarez's army approaching from all other directions, each accompanied by three of the remaining Spriggan 12.