Voice in the Darkness

is the 35th episode of the Fairy Tail anime. It first aired on June 28, 2010.

Erza Scarlet's past and Jellal Fernandes' goals are revealed, from their friendship as children as slaves in the Tower of Heaven, up until their separation after Jellal becomes "evil".

Synopsis
Erza Scarlet continues to narrate her past: Everyone in the Tower had risen to fight for their freedom, while Jellal Fernandes was being tortured. He withstood the torture, and when the guards left, encountered Ultear Milkovich, who was posing as the spirit of Zeref. She possessed him, first with words of hatred and then with an unknown spell which introduced hate to Jellal’s spirit. She claimed that Zeref isn’t dead, but had actually been there all the time, with no one being able to sense “him”. She wanted Jellal to give into his hate, claiming that Zeref's spirit would become stronger because of it.

In the meantime, the prisoners were contemplating on entering the place where Jellal was kept prisoner. Suddenly, the Magic Troops attacked, and everyone began to flee for their lives. Erza pleaded to everyone to fight and save Jellal, but no one would. At this point, she was targeted by the Troops, but Rob stepped in and shielded her with his body. Using the last of his Magic and life, he blasted away the troops with his Fire Magic and continued to protect Erza. By doing so, he succumbed to death. Erza recalled moments of her life when Rob taught her that magic comes from one's heart. Erza expressed her wish to become a witch in the future, so she can fly free in the sky, promising Rob that she would let him fly with her as well. Just moments before his death, Rob said that Erza will be able to fulfill her wish.

Facing the loss of her loved one, Erza summoned from within all her magical power, and made every object in the area attack the guards. They were obliterated and she entered Jellal’s room. However, she was too late. Ultear had gained complete control of Jellal’s heart. All the prisoners were on the ships, waiting for Erza and Jellal to leave. Jellal, however, refused to leave, saying that in this world where there is no freedom and that the only way to get it is by bringing Zeref back to life.

Jellal killed the two guards who tortured him, even though Erza pleaded him not to. He wanted her to complete the R-System together with him and when she refused, he blasted her away, and told her to leave with her “freedom”, but not to tell anyone and not to approach the tower, or else he will kill everyone. He said that he will keep the prisoners there to help him build the tower, which he believed to be the way to heaven. Erza then woke up in a beach, powerlessly crying.

Erza's story ends and she says that she will fight Jellal, while another vote in the Magic Council is cast in favor of using Etherion. Now, only one more vote is needed. The council also concords that after the Etherion's firing, this Council will cease to exist. Meanwhile, Erza counts the times they have met Zeref’s creations before, remembering Lullaby and Deliora. Everyone agrees that the resurrection of Zeref will only lead to suffering.

They do not understand why anyone would be willing to revive someone so evil, but most of all, they wonder how Jellal has convinced everyone to cooperate. Erza concludes he must have indoctrinated them, and Shô appears, telling the story Jellal told them, in which Erza blew up their escape ships and left them. Simon appears, revealing that he missed his attack on Gray at Arkane Resort on purpose, and saying that he knew all along that Jellal was lying and that Erza's story was the truth. Shô struggles with which of the two he should believe while Erza comforts him and apologizes for not having been there for them. Simon imparts that he allowed Natsu, Gray, Lucy and Juvia to follow them in order to gather up strong Mages to fight Jellal.

Later, Natsu enters Millianna’s room while searching for Happy. He finds a cat helmet and puts it on, and then is unable to remove it. Wally Buchanan appears behind him with his Polygon Rifle.

Fights

 * Tower of Heaven Slaves vs. Tower of Heaven's Guards & Magic Troops (started and concluded)

Spells used

 * Dark Vanish
 * Dark Grab

Abilities used

 * Swordsmanship

Weapons used

 * Various tools and weapons
 * Magic Staffs

Manga & Anime Differences

 * The design of the Tower of Heaven varies greatly between the anime and the manga, with the tower in the manga being much more straight and symmetrical. The tower featured in the anime has a much more "jagged" appearance, looking like a huge twist of metal with giant bits of Lacrima jutting out of it.
 * In the anime, a scene is added portraying Happy playing with a robot cat toy that he finds in Millianna's room.
 * Simon's appearance is slightly different between the manga and the anime.
 * Whilst being tortured in the anime, Jellal is in a large circular room with his hands tied behind a pole, being electrocuted. In the manga however, he is in a cell with his hands tied above his head, being whipped. The manga also shows one of the guards grabbing Jellal's face and tormenting him. The anime excludes this.
 * The appearance of Zeref's Spirit differs between the two media. Jellal's confrontation with Zeref's Spirit is also extended in the anime.
 * The Magicians in the manga take the appearance of humans, whilst in the anime they are seen to be floating, deteriorated and zombie-like.
 * After using his magic in the manga, Rob falls to the ground and dies. In the anime, he is blasted to bits after his body cannot withstand the tremendous amount of Magic he blocks and uses.
 * The appearance of the spell Jellal uses to bind Erza differs between the manga and the anime.
 * In the manga, Jellal is shirtless when Erza finds him because his clothes have been shredded whilst he was being whipped. In the anime, Jellal removes his shirt himself.
 * The symbol of Zeref which is present in Jellal's eye throughout the anime is not seen in the manga.
 * During the scenes between Erza and Jellal after Jellal's possession, Jellal's feet are chained together. In the anime, he is not chained.
 * When Wally moves in to attack Natsu, his hand is transformed into a gun. In the manga, he is seen holding a pistol.