It's been a gradual process—and a frustrating one at times—but Fairy Tail finally hits full stride with Volume 3. This set of 12 episodes packs enough material for two meaty adventure arcs (4 episodes to close out the Phantom Lord battle, and then another 4 for the front end of the Tower of Heaven arc) while keeping filler to a minimum. The middle episodes, although lighter in content, offer an enlightening look at Lucy and Loke's respective pasts, and there's really only one episode that could be deemed a waste of time: the one where the guild puts on a stage play. If you add up the numbers, an 11 out of 12 in terms of worthy story content is a success by any standard.

Although the Phantom Lord showdown proceeds in linear fashion, there's enough variation to make each fight interesting in its own way. Gray's battle against rain-bringer Juvia becomes unexpectedly comedic when the antagonist falls in love with the ice wizard; it only gets better when Juvia sticks around as a recurring character (usually seen stalking Gray from a distance). When it comes to pure fighting spirit, though, nothing beats Natsu battling the "steel dragon" Gajeel: the clash of fire and metal is impressive enough, but their intense Type-A personalities add to the thrill. The pacing weakens only when Natsu witnesses his life flash before his eyes (a saccharine montage that takes several minutes too long), but the epic final blow, plus Makarov's earth-shattering arrival, more than make up for it.

After all the destruction and drama of the Phantom Lord saga, just about anything afterward would be a disappointment, hence the mindless let's-put-on-a-play filler. But this time Fairy Tail is quick to jump back into meaningful plotting: Lucy's bittersweet family visit is only one episode, but still uncovers a valuable tidbit of her past. Meanwhile, Loke's mini-arc is surprisingly memorable considering how minor of a character he is—this brief tale looks into Loke's past (revealing a fact that was cleverly foreshadowed early on), teaches us new facts about how the world of magic works, and pulls off an emotionally powerful ending.

However, the real drama is saved for Erza, who emerges as the central figure in the Tower of Heaven arc. Once again, it's the flashbacks that give this storyline its emotional weight—incredible heroism and incredible evil placed within minutes of each other, and all witnessed by an impressionable pint-sized Erza. The involvement of the Magic Council in a global life-or-death decision also adds to the sense of peril. In fact, it's the run-of-the-mill action moments that bog this one down: too much of Natsu and company running through dungeon corridors or fighting mid-level villains, which conveniently eats up episode time but isn't nearly as interesting as learning Erza's back-story.

Exploring dungeons and fighting evil minions is good for one thing, though: action-adventure eye candy. There's no shortage of fantastical character designs as newcomers are introduced: an owl-headed assassin, an astronomically-sized King of Celestial Spirits, even an unexpected cosplay gag when Lucy summons a new Zodiac spirit. The locales where these battles are fought are just as varied: aside from an ominous tower of doom, we get a palatial guild hall for the Phantom Lord finale and the awe-inspiring clifftop where Loke confronts his fate. Making the package complete are the exaggerated camera angles, constant motion, and sense of scale that comes with major fight scenes. However, the show's budget constraints still result in some creaky moments—some of the less weighty scenes where Natsu and friends are just casually hanging out are plagued by shoddy backgrounds and stiff (or non-existent) crowd animation. Even the fights fall victim to cheesy CGI as pre-rendered magic circles and glowing auras continue to be a convenient animation shortcut.

With the story and animation having improved, it's now the music that lags behind in quality: the same few tracks keep finding their way into every scene, with thrashing guitars punctuating each fight and syrupy strings accentuating moments of high drama. Any hint of an actual style only appears when strains of Celtic/folk melody find their way into the fight music, or when particular classical tunes (hooray, public domain!) pop up. A predictable rock opener and lighthearted ending don't inspire much interest either, and when the theme songs change in the last episode, they turn out to be more of the same.

A solid cast of voice actors continues to shine on the English dub, with Todd Haberkorn constantly stealing the show as the ever-energetic Natsu. However, Cherami Leigh (Lucy) gets her star turn in the finale of the Loke episode, delivering a monologue as impassioned as any other dramatic speech in the series. Some of the secondary characters do fall into the habit of overacting or stating the obvious—as might be expected in a fired-up fighting series—but overall their emotions are in the right place. Credit the solid voice-acting to ADR director Tyler Walker as well, who leads the way on a couple of episode commentaries in the Extras. While the first commentary is an overly technical discussion on sound mixing, the second should be more accessible to fans, with the cast talking about the finer points of recording Loke's storyline.

It took 24 episodes to get here, but the third volume of Fairy Tail finally shows the series living up to its potential. This is magical combat at its most fun, with heroes and villains whose talents range from frightening to awe-inspiring to comical. Character flashbacks also add an extra layer of drama to each battle, and in the case of major players like Erza, even add to the series as a whole. The scope of these battles also results in more visual pyrotechnics than ever before, with a variety of characters, environments, and magic spells on display. If the occasional episode still resorts to filler material, or if the battles still succumb to computerized magic circles from time to time, it's a small price to pay for some great fantasy action.