3rd POV

''Wait a minute, Number One. Then Rufus has pinpointed the locations of Juvia and the others?'' Ask Juvia to get the details right.

''That is right. I believe Rufus should be defeated first.'' Says Mavis. Gray then stand up.

''Let me do it. Number One, it's okay, isn't it?'' Ask Gray. Mavis look away sadly.

''According to my calculations, you and Rufus aren't a very good match for each other. The changes of you winning are very...'' Says Mavis sadly, but Gray interrupted her before she could finish.

''I don't give a damn about that. I am gonna help Lucy. And also pay him back for kicking my ass before. Let me fight as a Fairy Tail wizard.'' Says Gray determent. Mavis look at him, dead in the eyes, then nodded.

''If that is the case, then I have a tip for you, Gray.'' Startet (Y/N) and get the attention. She take a deep breath before continue. ''I actually know the members of Sabertooth. I now their magic in more detail because I trained with them in those three months.''

''What?'' Exclaim the team members surprised.

''I know, I should have told you, but that isn't the point right now. I fought Rufus and saw a weak spot. His magic is base by memory, so that means he can also see your memories. So my tip for you is don't use any spell you now. Ice Making Magic is a magic for creation, for freedom, so show that to him, Gray.'' (Y/N) remember that and look at Gray. She know that her guild isn't always good to riddles and stuff like that, but she hope that Gray gets it in time to win.

''Here I go, masked bastard. Ice Make. Freeze Lancer.'' Chant Gray and send multiple arrows at Rufus, but he dodge it.

''Memorize...'' Mumble Rufus with a smirk.

''You are not getting away. Ice Impact.'' A hammer like ice try to hit Rufus, but he dodge yet again.

''Memorize...'' Gray get's annoyed by Rufus for dodging all the time.

''What are you muttering about?'' Ask Gray.

''Memories becomes weapon. I can memorize magic that I see, then use those memories as a base to mold new magic.'' Explain Rufus kindly, believing it won't matter.

''What the hell is that?'' Gray is still confused, but keep his guard up.

''Your magic, Ice Magic. Orga's magic, Lightning Magic.'' Gray remember Orga that won his one-on-one battle with one hit. ''I remember. Memory Make. Sword of Frozen Black Lightning.'' Chant Rufus. Lightning appeared and when they hit the ground, comes ice, all the way towards Gray. Rufus isn't done and send another attack. ''Shrine of the Raging Wind Fang.'' Multiple tornadoes appear.

''Ice Make. Shield.'' An ice shield protect gray from the wind, but...

''Shield... Memorize... And then... Forget.'' The ice shield broke and that make Gray get swirl up in a tornado.

''Oh, my. Rufus has Gray on the ropes with a fierce attack.'' Announce Chapati Rola. Rufus chuckle and walk closer.

''What's wrong? I thought this was the end of the line for me.'' Mocked Rufus and look at Gray, then at a book on the ground. ''Huh. The Magic System, The Book of the Heavens...'' Multiple books fly up as Rufus read them all. ''The Book of the Abyss, Advanced Dark Magic... Awakening Alchemy in the Subliminal Mind, Ancient Fairy Magic... I found some good things here.''

''Bastard... This is no time for casual reading.'' Argued Gray, but it's too late. Rufus has already memorized them all and start showing Gray the wonder of his magic, by making ice soldiers out of an ancient magic. Gray only manage to destroy a few of the soldiers, but that wasn't enough. He got hit one by another of the remaining ice soldiers, which make him fall to the ground. Rufus dis-spell the ice soldiers and try another spell with lightning.

''Oh, my. W-Will Gray be able to get up again after that fierce attack?'' Question Chapati to keep the audience attention. Rufus read some more book, but Gray come back up again and froze the shelves. Unfortunately, use Rufus a red fire spell and melt the ice and hit Gray with the hot flames. Rufus hit him with more and more attack until Gray lay motionless on the ground.

''I admit it, I underestimated you a bit. I didn't think you would hang on this long. And I am grateful to you. For being my guinea pig today as I test the ancient magic I memorized. Showering Ancient Wisdom.'' Praised Rufus and send an ancient gravity spell on Gray. ''The ancients certainly did come up with some heart-stoppers. There is nothing I can't do with magic. You are sensing that firsthand, aren't you? I can even control gravity. At this rate, you will be crushed by the light. And there is no way you can escape.''

''Yeesh. As if...'' Mumble Gray and slowly stand up against the gravity.

''You can still move?'' Ask Rufus surprised.

''Defeated, you say? Molding Magic is magic that gives you freedom. Isn't that right, Ul. On top of that, my memories... Ul, the battle I won with your magic, and what I got from them. The feelings I sensed from them... And the unlimited magic I saw from you, (Y/N).'' In Gray's head, pop all of his memories of his fight and his guild mates. Then Natsu popped up into his head. ''Shut up. That is just what I am about to do.'' Mumble Gray and counter attack Rufus, which make the spell vanish.

''It looks like you want me to hurt you some more.'' Says Rufus impressed.

''Nah, I had plenty of that. Memory Make is pretty damn impressive. But you know, my own memories can turn into big-ass powers, too.'' Says Gray.

''That is an interesting thing to say. What kind of memories do you have?'' Ask Rufus, ready to memorize it.

''I doubt you would understand. The pain of getting hit, the frustration of losing, the joy of winning, all of that. They have been driven into this body, these fists, and this head. It becomes my strength in the next fight. All of my battles up to now, those memories, they are all of my power. The power that is gonna knock you for a loop is my memories.'' Says Gray and take off his shirt.

''He took it off. He took it off. He took it off.'' Cheered Chapati Rola as the hole women crowd cheered for the sight. Juvia on the other hand is covering her blushing face, dreaming about her beloved crush.

''That is a unique logic. But I don't care for it. Typically, the weaker the dog, the more it barks. Or so they say.'' Says Rufus back.

''You don't like it? Not that I give a damn...'' Says Gray.

''Remembering is learning. You shouldn't use it to focus on emotions. Your memories are only emotions. There is not enough honor.'' Says Rufus with a smirk. Gray ignored him and attack first.

''Ice Make. Unlimited.'' Rufus is shocked to see Gray make so many things fast. The result, is an ice swirl with swords sticking out. At first it froze Rufus in a huge block of ice, but that doesn't stop him.

''Except it's unfortunate that it's only ice. I remember flames that can destroy ice. Memory Make. Karma of the Burning Earth.'' The ice crack and Gray got hit by the flame. At first thought Rufus he won, but he now see Gray running out of the fire.

''I remember hotter flames than that. Ice Bringer.'' With one swing of both his crossed arm, does Gray hit Rufus right on and capture him in another ice block. The ice crack and Rufus fell to the floor, unconsciousness. Gray takes Rufus hat and put on, just to mock him for his defeat.

''Gray did it. Fairy Tail won. Rufus lost.'' Announce Chapati at the end of the battle. This is just the start.