Natsu, Happy, Lucy, Erza, Gray and Juvia go on vacation and are kidnapped by figures from Erza's past. This forces her friends to follow after her to the mysterious Tower of Heaven. Flashbacks to Erza's Dark and Troubled Past
and Stuff Blowing Up
- Animal Motifs: Birds for the Trinity Ravens. Ikaruga means Japanese Grosbeak, Taka means Hawk and Fukuro Owl.
- Bait-and-Switch Boss: Erza's friends seem to be the Quirky Miniboss Squad, but save for a brief fight with Natsu against Wally and Millianna, they redeem themselves fairly quickly. Trinity Raven takes over the role after that.
- Big Bad: Jellal/Siegrain.
- Bowdlerise: The casino scene in the anime when Wally attacks Natsu. In the manga, he pins Natsu to the ground and fires his gun into Natsu's mouth. The anime changes this to him using his powers to pin Natsu to one of the casino machines and firing an arm cannon into his mouth when he screams.
- The whips and chains from the manga are also replaced with magic that, while probably still as painful, looks a lot less despicable when used on small children.
- Averted however with other things that are actually made creepier by the anime, like the elite troops becoming floating zombies and the deaths of Rob and one of the slavers, who are turned to dust onscreen.
- Brainwashed and Crazy: Juvia while under Vidaldus Taka's control. Jellal is revealed to have been as well via Ultear.
- Carnival of Killers: Trinity Raven.
- Cat Girl: Millianna.
- Clothing Damage: The first thing Succubus!Juvia does? Ripping Lucy's blouse off, of course. Played more seriously with Erza, whose armors are destroyed one by one by Ikaruga.
- Combined Energy Attack: Lucy and Juvia with Unison Raid.
- The Dandy: Wally.
- Designated Girl Fight: Invoked by Vidaldus Taka: he could have easily won by using his Rock of the Succubus on both Lucy and Juvia, but he really wanted to see a Cat Fight.
- Eye Scream: Erza and Simon in a flashback.
- Five-Bad Band:
- Give Me Liberty or Give Me Death!: The slave revolt in Erza's flashback. They succeeded, and then Ultear had to muck up everything by brainwashing Jellal.
- Good All Along: Simon, who always suspected something was fishy about Jellal but kept quiet to keep his friends safe.
- Heel-Face Turn: Though she'd been hanging around the background since the end of the Phantom Lord arc, this arc makes it official for Juvia.
- Heroic Sacrifice: Rob in Erza's flashback, Simon in the present day. Erza attempts this at the end of the arc but Natsu manages to save her.
- Implausible Fencing Powers: Ikaruga, who can even cut through dimensions.
- Katanas Are Just Better: Ikaruga's katana can destroy and cut up all of Erza's armors, and she's defeated when Erza uses a katana herself.
- Kill Sat: Etherion. Subverted in that it doesn't destroy the tower, and is in fact what Jellal wants to complete it.
- Light Is Not Good: All of Jellal's spells, plus the previously encountered Abyss Break.
- Manipulative Bastard: Jellal who, as his thought projection Siegrain, manages to convince the Magic Coucil to fire Etherion to complete the tower. However...
- Man Behind the Man: ...Ultear was manipulating Jellal since his days as a slave to unlock one of Zeref's seals. What's more is that she's working for another boss.
- Made a Slave: Erza's backstory as she, along with Jellal and her friends, were part of the many kidnappees that were forced to work on the tower.
- Musical Assassin: Vidaldus Taka
- Shaggy Dog Story: It's revealed by Ultear at the end of the arc that Zeref was never dead to begin with, so all of the reasons and actions for creating the tower were for absolutely nothing.
- Warrior Poet: Ikaruga, with Haiku.
- Wham Episode: The current Magic Council is left in ruins after this arc thanks to Ultear and disbands shortly after.