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Fairy Tail
Season 3
Episode 54

Lucy and Michelle

September 29, 2012

86.0%

Fairy Tail - S3 - E54

Only Brain II is left standing between Natsu and Lucy, but he's the most powerful of the Six Generals! Also, learn the secret history of Lucy and Michelle in this epic finale to the Key of the Starry Heavens arc!

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Fairy Tail: Season 3 - 51 Episode s

3x4 - Mest
October 8, 2011
After being defeated by Gray and Loke, Mest convinces Wendy to help him look for a secret he claims to be hidden on the island. Worried about Wendy, Charle arrives on Tenrou Island together with Pantherlily, who doubts Mest's claims of being Mystogan's disciple and suspects that Mest may not be a member of Fairy Tail. Meanwhile, Levy and Gajeel pass through the only route devoid of opponents, Elfman and Evergreen defeat Mirajane, and Juvia and Lisanna lose against Erza. For the second part of the exam, the remaining participants are instructed by Makarov to search the island for the grave of Mavis, Fairy Tail's first master, within six hours. During their search, Elfman and Evergreen encounter the black-haired youth, who unwillingly unleashes a wave of lethal magic, though Natsu arrives in time to save his friends.
3x5 - Black Wizard
October 15, 2011
Natsu attacks the black-haired youth to no effect, causing the youth to despair that Natsu is not strong enough to defeat him. The youth unleashes another wave of death magic against Natsu and disappears, but Natsu is protected from the attack by his scarf, which turns black. Despite the encounter, the participants continue their exam as usual. Meanwhile, the most powerful dark guild of the Baram Alliance, Grimoire Heart, approaches Tenrou Island in search of the youth, who is revealed to be the ancient wizard Zeref. Levy, who separates from Gajeel after arguing with him, is attacked by Grimoire Heart members Yomazu and Kawazu. Gajeel rescues her, and the two prepare to fight against their attackers.
3x6 - Iron Soul
October 22, 2011
Gajeel and Levy fight Yomazu and Kawazu, who reveal they are merely scouting the island for their more powerful guildmates. Though seriously wounded, Gajeel sends Levy to warn Fairy Tail of Grimoire Heart's attack and defeats the two scouts. While searching for Wendy together with Juvia, Erza finds Levy and lights a beacon signifying the exam's suspension and the enemy attack. Meanwhile, Charle and Pantherlily confront Mest over his identity.
3x7 - Makarov Charges
October 29, 2011
Mest is revealed to be a member of the Magic Council sent to Tenrou Island to search for incriminating evidence against Fairy Tail and disband it. He, Wendy, Charle, and Pantherlily are attacked and defeated by Azuma, one of Grimoire Heart's most powerful members, the Seven Kin of Purgatory, who easily destroys the fleet of council ships Mest had summoned for support. Makarov attempts to cast Fairy Law to repel Grimoire Heart, but the dark guild's master Hades counters the spell with Grimoire Law. Makarov recognizes Hades as Purehito, his predecessor as the master of Fairy Tail.
3x8 - Lost Magic
November 5, 2011
Makarov is defeated and gravely wounded in his battle against Hades, which is sensed by the wandering Laxus. Meanwhile, the other members of Fairy Tail battle Grimoire Heart's army. Joining the battle are the Seven Kin of Purgatory, each of whom possess an ancient form of magic called Lost Magic. Natsu faces off against Zancrow, one of the Seven Kin and a "God Slayer" who can create black flames Natsu is unable to eat.
3x9 - Fire Dragon vs. Flame God
November 12, 2011
Natsu is overwhelmed by Zancrow's God Slayer magic, which proves superior to his own Dragon Slayer magic. Upon finding Makarov badly injured during his fight, Natsu regains his resolve and defeats Zancrow by nullifying his own magical power, allowing him to eat Zancrow's flames and combine their power with his own. Meanwhile, Lucy, Cana, Gray, and Loke fight Caprico, another member of the Seven Kin, while Mirajane and Lisanna fight Azuma.
3x10 - Grand Magic World
November 19, 2011
Azuma learns of Mirajane's former identity as "the Demon" and straps Lisanna to a time bomb so he can fight Mirajane at full strength. Not wanting to lose Lisanna again, Mirajane sacrifices herself to defend Lisanna from the explosion. The remaining members of Fairy Tail learn from the Seven Kin their true goal: to resurrect Zeref and bring about the World of Great Magic, where only wizards would thrive while the rest of humanity would be subject to hell on earth. Meanwhile, Ultear finds Zeref and, after a brief battle, successfully captures him.
3x11 - Arc of Embodiment
November 26, 2011
Elfman and Evergreen are overwhelmed and defeated by Rustyrose's Ark of Embodiment, which gives him the power to create anything from his imagination. Meanwhile, Loke recognizes Caprico as the celestial spirit Capricorn, and that he has the power to take control of humans. He sends Lucy, Gray, and Cana away while he fights Caprico, who recognizes Lucy as the daughter of celestial wizard Layla Heartfilia.
3x12 - Human Gate
December 3, 2011
Caprico reveals himself to be a human named Zoldio who fused with Capricorn using his Human Subordination magic. He possesses Loke, but Loke gives his Regulus ring to the newly freed Capricorn, who uses it to free Loke and destroy Zoldio. Meanwhile, Cana suggests to Lucy and Gray that they split up to search for the Seven Kin and defeat them so they can resume the exam. After Lucy determines the location of Mavis's grave, Cana knocks her out with a sleeping spell and abandons her to find the grave, leading her to be found by Kain Hikaru of the Seven Kin.
3x13 - Lucy Fire
December 10, 2011
Lucy and Hikaru’s battle interrupts Natsu’s battle with Ultear, leading Natsu to help Lucy and reform their old team while Ultear leaves with Zeref. Hikaru takes control of Lucy’s body using his voodoo-like cursing magic, which Natsu and Happy take advantage of once they obtain Hikaru’s voodoo doll by lighting it on fire, turning Lucy into a living fireball, and throwing her at Hikaru, defeating him.
3x14 - Dead-End of Despair
December 17, 2011
Dranbalt tries to help Natsu and his friends evacuate the island as the Magic Council plans to fire Etherion once again, but they refuse to leave. Meanwhile, Juvia is nearly defeated during her and Erza's battle against Meldy of the Seven Kin, but regains her will to fight upon hearing Meldy say she wants to kill Gray out of revenge for hurting Ultear, and sends Erza to search for Gray and their friends. Seeing Juvia's determination to fight for Gray leads Meldy to link both of their physical senses to Gray's to ensure that he dies no matter who is killed in their battle.
3x15 - Tears of Love and Vitality
December 24, 2011
Juvia refuses to kill Meldy and tries to stop her from killing herself. In doing so, Juvia witnesses Meldy's happy memories with Ultear through their connected senses and persuades her to stop fighting. Meanwhile, Gray meets Ultear, who claims to be his ally and that her plans for Zeref are part of what her mother Ul wanted. The other members of Fairy Tail encounter Grimoire Heart's remaining forces: Erza faces off against Azuma; a weakened Levy, Lisanna, and Pantherlily against Rustyrose; and Natsu, Lucy, and Wendy against Grimoire Heart's massively powerful deputy commander Bluenote Stinger.
3x16 - The One Thing I Couldn't Say
January 7, 2012
Cana finds Mavis's grave and reflects on her reasons for becoming an S-Class wizard: her father is revealed to be Gildarts, who is unaware of his relationship with her, leading the younger, timid Cana to decide to become an S-Class wizard and bolster her own confidence to reveal the truth to him. However, Cana realizes that she had also betrayed Lucy in her determination. Wracked with guilt, Cana takes the Fairy Glitter spell from the grave and uses an enchanted card leading her to Lucy as she and her friends are attacked by Bluenote. She tries to perform the spell on Bluenote, but fails. However, she is saved when Gildarts arrives and attacks Bluenote.
3x17 - Tenrou Tree
January 14, 2012
Gildarts fights Bluenote while Fried and Bickslow, who returned to Tenrou Island together with him, help Levy, Lisanna, and Pantherlily to fight Rustyrose. Meanwhile, Azuma reveals to Erza that he has used his magic, the Great Tree Arc, to absorb the magic-giving energy of the island's giant Tenrou Tree, destroying it and draining the strength of all the Fairy Tail members on the island except Erza.
3x18 - Erza vs Azuma
January 21, 2012
Erza makes Azuma promise to return her guild's magical power if she defeats him. She herself is nearly defeated when Azuma uses the Tenrou Tree's magic, but receives her second wind upon hearing Jellal's voice and, drawing power from the tree's magic, cuts Azuma down
3x19 - Freezing Fighting Spirit
January 28, 2012
Azuma transforms into a tree as a result of overusing his Great Tree Ark, but makes good on his promise to Erza and returns the guild's magical power, giving Gildarts, Fried and Bickslow enough strength to defeat Bluenote and Rustyrose. Meanwhile, Ultear tells Gray that the only spell that can defeat Hades is Iced Shell. She then takes Zeref and returns to Meldy, revealing to her that she is actually trying to manipulate Gray into defeating Hades for her so she can keep Zeref for herself. However, Gray is unfooled by her deception and, catching onto her true motives, challenges her.
3x20 - Power of Life
February 4, 2012
It's Ul's pupil vs. Ul's daughter! What is Ultear really after and why has she turned against her own flesh and blood? The final battle with the leader of the 7 Kin of Purgatory comes to its thrilling conclusion!
3x21 - Rolling Thunder
February 11, 2012
Natsu Dragneel, Lucy Heartfilia, Gray Fullbuster, Erza Scarlet and Wendy Marvell square off against Hades, where they are easily struck down. However, Laxus Dreyar storms in to save the day.
3x22 - The Man Without an Emblem
February 18, 2012
Laxus fights Hades with full force and manages to seemingly overpower him. Meanwhile at the camp, the uninjured Fairy Tail members try to protect the injured from the return of some members of Grimoire Heart. Can Laxus manage to take revenge for his grandfather's defeat?
3x23 - Realm of the Abyss
February 25, 2012
With a supercharge from Laxus, Natsu turns into an ultra-powerful Thunder-Flame Dragon! But will it be enough to rival the unfathomable strength of the deepest of magics? And will an exhausted Fried and Bickslow manage to finish off the tenacious duo of Yomazu and Kawazu?
3x24 - Daybreak on Tenrou Island
March 3, 2012
The battle with Hades reaches its thrilling conclusion! Finally, dawn comes to Tenroujima... But is this really the end?
3x25 - The Right to Love
March 10, 2012
The battle for Tenroujima is over, and Makarov puts the S Class Advancement Exam on hold for now... Meanwhile, Cana decides to tell Gildarts the truth, even though she's not an S Class wizard. But whatever happened to Zeref?
3x26 - Let’s Hold Hands
March 17, 2012
Acnologia arrives at the island and begins to destroy it. Seeing the Black Dragon of Apocalypse, Makarov tells his guild members to run while he fights it, but the fairies wouldn't leave without their master and decide to fight alongside him. However, their efforts ended up being futile as Acnologia releases his Dragon's Roar, seemingly destroying the island and everyone on it.
3x27 - Fairy Tail, Year X791
March 24, 2012
Seven years have passed since the destruction of Tenroujima and the disappearance of everyone on the island. The guild is in a sad state of affairs, with members leaving in droves, decent work in short supply, and Fairy Tail itself supplanted by a bigger, badder guild, Twilight Ogre. But one day, the members of Blue Pegasus fly over to deliver some startling news...
3x28 - The Seven Year Gap
March 31, 2012
Natsu and the other members have returned from their seven-year sojourn, but in their absence, Fairy Tail has gotten in debt to the gangster-like guild, Twilight Ogre. While Makarov pays them a visit to try to negotiate a deal, Lucy seeks out her father, whom she hasn't seen in seven years...
3x29 - The Magic Ball
April 7, 2012
The still-broke Lucy and Natsu take a job to capture the thieving master of masquerade, Velveno, at a magical ballroom dance, but first... Natsu has to learn the steps
3x30 - True Scoundrels - The Butt Jiggle Gang
April 14, 2012
When Natsu and company escort a shipment of gold, the train is hijacked by the wickedly flatulent trio known as the Jiggle Butt Gang. After Natsu and Lucy get blown away by the bunch, it's up to Wendy to save the shipment, a tough task when Wendy's a hostage herself.
3x31 - The Terror of Invisible Lucy!
April 21, 2012
A magic ointment turns Lucy invisible! At first, it's fun, as she can play pranks on her friends, but then she starts to lose more than just her visibility!
3x32 - Father's Memento
April 28, 2012
Lucy receives an unexpected visitor, with an even more unexpected gift... a dying wish from her father.
3x33 - Turbulent Showdown! Natsu vs. Laxus
May 5, 2012
Natsu and Laxus are going to fight and the other members of Fairy Tail can't wait to see it... except for Erza and Gray, who are off on a mission to capture some bandits and their wizard bodyguards! Meanwhile, Lucy is still trying to figure out the meaning of the ancient characters on her father's memento...
3x34 - Target: Lucy
May 12, 2012
Lucy is the target of an unknown plot by the Earthland counterparts of Hughes, Sugarboy, and Coco. More about the mystery of the Iron Rod is revealed.
3x35 - The Fury of Legion
May 19, 2012
It's Natsu versus Sugar Boy! Wendy and Lily versus Coco! Lucy versus Hughes! And Gildarts versus Byro! But are the members of Legion really after Lucy... or something else?!
3x36 - Key of the Starry Heavens
May 26, 2012
After Legion makes off with Lucy's key, the only thing the members of Fairy Tail can do is search for clues to figure out Legion's objective and the purpose of the memento from Lucy's father. They head to Lucy's old family mansion, but as soon as they discover a hint, two more Legionnaires crash the party... and one of them is an Exceed!
3x37 - Travel Companions
June 2, 2012
It's a race against time as the members of Fairy Tail split up into groups to find the scattered pieces of the mystical clock before Legion, but they run into all manner of obstacles. Nor does it help that Natsu is currently a doll-sized version of himself!
3x38 - Labyrinth Capriccio
June 9, 2012
Natsu and Lucy's team explore the ancient ruins of the Sacred Graveyard, going ever downward as they get through each floor's challenge. Meanwhile, in an interdimensional space, Gray, Juvia, and Lyon are in a desperate battle with Sugar Boy over the first piece of the mysterious clock!
3x39 - Footprints of the Myth!
June 16, 2012
The Fairy Tail teams get ever closer to the clock parts, but two Legion members have already shown up to challenge Natsu's team! And that means more size-changing shenanigans, deathtraps, and unlikely allies than you can throw a stick at!
3x40 - True Scoundrels, Once Again
June 23, 2012
They're back by no one's demand! The Jiggle Butt Gang is committing more fragrant fouls (or is that "foul fragrances") than ever before, which stinks because they're doing it right in the faces of Erza and Wendy! Meanwhile, the only thing that can possibly break up the brawl between Natsu and Dan... is Lucy?! Oh, and... clock parts are finally discovered!
3x41 - Defying Calculation
June 30, 2012
Pantherlily battles and defeats Samuel as Gajeel's team retrieves the clock part from an underground chamber. Meanwhile, the Strauss siblings find another clock part and encounter Mary Hughes, while Byro appears before Natsu's team with the clock hand in his possession.
3x42 - The Course of the Holy War
July 7, 2012
Mary Hughes breaks a taboo by unleashing her ultimate power! Can Mirajane out-ultimate her? Plus, Natsu takes on a giant octopus! And... the debut of the Jiggle Gang?! (Warning: It's not as appealing as it sounds...)
3x43 - Time Begins to Tick
July 14, 2012
Natsu gives all he's got against a Legion of one: Byro Cracy, who has the power to nullify all magic! Will the other Fairy Tail groups get there in time to pitch in? Or will this be... the beginning of the end?
3x44 - Enter the Neo-Oración Seis!
July 21, 2012
Just when it looks Fairy Tail is about to have a climactic fight with Byro over the Infinity Clock, Oracion Seis returns, with upgraded powers and a desire to make the ominous clock their own!
3x45 - Get the Infinity Clock!
July 28, 2012
Oracion Seis has made off with the Infinity Clock and seems intent on counting down to doomsday. Meanwhile, Fairy Tail regroups, using Cana's divination skills to locate Oracion Seis's targets and choose the best teams to go after them!
3x46 - Dissonance of Battle
August 4, 2012
Doranbolt... or is that Mest Gryder?... returns! But whose side is he on this time? Meanwhile, teamwork isn't working out for Natsu, Elfman, and Lucy against the threat of Jackpot! Likewise, new partners Erza and Evergreen just can't get along!
3x47 - Anti-Link
August 11, 2012
Mest and Lahar meet the mystery person that Zentopia has been hiding... or is that hunting down? Gray and Fried face off against one of the Six Generals (and Dan Straight's new object of adoration), Angel! Meanwhile, Erza, Evergreen, and Max are confounded by Cobra, master of sound!
3x48 - Despair Unleashed
August 18, 2012
The members of Oración Seis stop fighting Fairy Tail and resume their mission of casting Anti-Links on the celestial wizards hidden in churches, completely lifting the seal on the Infinity Clock's true form, a massive, clockwork dreadnought. Byro, meanwhile, tells Natsu's team of his orders from Lapointe to bring Lucy to Zentopia's archbishop. With Oración Seis's plan complete, "Michelle" reveals her true identity as a member of Oración Seis, Imitatia, who posed as Lucy's relative to manipulate Fairy Tail into helping them. She also reveals her authority as archbishop given to her by the real one, forcing Byro to follow her orders, and kidnaps Lucy.
3x49 - Real Nightmare
August 25, 2012
Natsu is imprisoned inside the Zentopia stronghold... along with the Jiggle Butt Gang! Back home, the Fairy Tail wizards are visited by a few members of the Archaeological Society, who shed some light on the Infinity Clock and what it does. Finally, Oracion Seis has Lucy and are going to use her as the final element to activate "Real Nightmare"!
3x50 - Time Spiral
September 1, 2012
Cardinal Rapowant's devious plans begin coming to fruition as time itself warps, affecting even the Fairy Tail members aboard Ichiya's Christina. En route to rescue Natsu and Lucy, they become children, elderly, and even different species!
3x51 - To the Infinity Castle!
September 8, 2012
As Natsu and other Fairy Tail members race to save Lucy before she's sacrificed by the new Oracion Seis, Gildarts has a non-magic showdown with Byro. They also learn the secret of Cardinal Rapowant, that even he didn't know!
3x52 - Angel Tears
September 15, 2012
As Lucy is slowly being sucked within the Infinity Clock, Imitatia faces off against Natsu, Elfman and Coco. In addition, every other member of Fairy Tail starts working to stop the Infinity Clock from bringing forth chaos and to find the runaway Kinana. Erza and Cobra continue their match. Gray and Dan Straight face off against Angel, whose self-titled Magic proves to be more dangerous for her than it is for her opponents.
3x53 - I Hear the Voice of My Friend
September 22, 2012
The battle to rescue Lucy from the Infinity Clock rages on, but it may be too late as Lucy becomes one with the clock! Plus, the climactic battle between Erza and Cobra!
3x54 - Lucy and Michelle
September 29, 2012
Only Brain II is left standing between Natsu and Lucy, but he's the most powerful of the Six Generals! Also, learn the secret history of Lucy and Michelle in this epic finale to the Key of the Starry Heavens arc!

Fairy Tail: All seasons

S0: Specials
9 Episode s
S1: Season 1
48 Episode s
S2: Season 2
48 Episode s
S3: Season 3
54 Episode s
S4: Season 4
25 Episode s
S5: Season 5
51 Episode s
S6: Season 6
39 Episode s
S7: FAIRY TAIL ZERØ
12 Episode s
S8: Final Series
51 Episode s

3x4 - Mest

3x5 - Black Wizard

3x6 - Iron Soul

3x7 - Makarov Charges

3x8 - Lost Magic

3x9 - Fire Dragon vs. Flame God

3x10 - Grand Magic World

3x11 - Arc of Embodiment

3x12 - Human Gate

3x13 - Lucy Fire

3x14 - Dead-End of Despair

3x15 - Tears of Love and Vitality

3x16 - The One Thing I Couldn't Say

3x17 - Tenrou Tree

3x18 - Erza vs Azuma

3x19 - Freezing Fighting Spirit

3x20 - Power of Life

3x21 - Rolling Thunder

3x22 - The Man Without an Emblem

3x23 - Realm of the Abyss

3x24 - Daybreak on Tenrou Island

3x25 - The Right to Love

3x26 - Let’s Hold Hands

3x27 - Fairy Tail, Year X791

3x28 - The Seven Year Gap

3x29 - The Magic Ball

3x30 - True Scoundrels - The Butt Jiggle Gang

3x31 - The Terror of Invisible Lucy!

3x32 - Father's Memento

3x33 - Turbulent Showdown! Natsu vs. Laxus

3x34 - Target: Lucy

3x35 - The Fury of Legion

3x36 - Key of the Starry Heavens

3x37 - Travel Companions

3x38 - Labyrinth Capriccio

3x39 - Footprints of the Myth!

3x40 - True Scoundrels, Once Again

3x41 - Defying Calculation

3x42 - The Course of the Holy War

3x43 - Time Begins to Tick

3x44 - Enter the Neo-Oración Seis!

3x45 - Get the Infinity Clock!

3x46 - Dissonance of Battle

3x47 - Anti-Link

3x48 - Despair Unleashed

3x49 - Real Nightmare

3x50 - Time Spiral

3x51 - To the Infinity Castle!

3x52 - Angel Tears

3x53 - I Hear the Voice of My Friend

3x54 - Lucy and Michelle

S0: Specials

S1: Season 1

S2: Season 2

S3: Season 3

S4: Season 4

S5: Season 5

S6: Season 6

S7: FAIRY TAIL ZERØ

S8: Final Series