Part 3 starts with a blast as Elfman recovers from an 'eternal memory' spell that Sol of the Earth has casted on him. Quickly shifting from a disabled mental state to an overpowering monster, Elfman has no problem destroying Sol in seconds. More fights rage on other parts of the Phantom Lord giant though. On the roof, Gray takes on Juvia Locksar- the 2nd most powerful S class mage in Phantom Lord. Ice takes on water in a duel that will FOREVER haunt Gray in later episodes (lol you'll understand after you watch it.)
Meanwhile, in the center of the giant, Natsu takes on the Top Phantom Lord wizard: Aria. Unfortunately for Natsu, fire is at a MAJOR disadvantage whe fighting wind wizard. Unable to even land a SINGLE hit on Aria, Natsu is almost killed by the same spell that paralyzed Master Makarov. In a stroke of good fortune, Natsu is saved in the nick of time by Erza, who has recovered from her earlier Jupiter blast hit only enough to finish Aria off, then collapsed.
Now with only two opponents remaining, Fairy Tail mobolizes its remaining unbroken wizards: Natsu bursts up to the top floor to take on Gajeel Redfox- his Iron Dragon Slayer counterpart. Natsu arrives just in time to save Lucy, who has been recaptured by Gajeel, and was about to be killed. A gigantic brawl ensumes the top levels of the Phantom Lord guild hall.
Meanwhile, in the center of the giant, Erza, Gray, and Elfman take on the Phantom Lord guild master: Jose
Her two peers knocked out of the fight before it even starts, Erza must call upon every last drop of her magic energy to even stay alive against a foe as powerful as Makarov. Unfortunately, commitment and energy only lasts so long, and she is almost killed by a life-sucking spell, just before a warm light, and a rather small, and iconic Fairy Tail member shows up to save her.
Watch the conclusion of the Dragon Slayer duel in episode 27- The Two Dragons (my favorite season 1 episode), destruction of BOTH side's guild halls, and a Guild Master vs Guild Master battle that shakes the oceans tides in the conclusion of the Phantom Lord arc in Fairy Tail Part 3!!
Action does not stop there though. Loki's past is revealed in a three episode long arc that will change later episodes henceforth, and change the way Lucy fights her battles too.
Lastly, another 8-episode long arc. Erza's past is enlightened to the audiance, when she is kidnapped at the famed Arkane resort, just east of Magnolia. With the strongest team bested by their enemies in their first encounter, they must pull themselves together in order to save their friend from a new blue-haired enemy that will haunt them the rest of their lives.