Episode 116

 is the 116th episode of the Fairy Tail anime. It first aired on February 4, 2012.

Ultear Milkovich and Gray Fullbuster continue their battle where Gray eventually emerges as the victor due to the memories of Ur.

Synopsis
Ultear orders Meredy to take Zeref and leave while Juvia pursues her due to Gray's orders. Gray and Ultear resume their battle, with Ultear gaining the upper hand due to her Arc of Time Magic neutralizing Gray's Ice-Make. When Ultear declares that she learned that Magic in order to kill Mages like her mother, Gray becomes enraged. He proclaims that he will defeat her with Ur's Magic. Gray breaks his own flesh, freezes his own blood and lands a direct hit on Ultear with a bloody version of Ice Blade: Seven Slice Dance, with Ultear unable to manipulate it due to it being a living entity.

Much to Gray's surprise, Ultear strikes back with an Ice-Make spell very similar to Ur's, Ice-Make: Rozen Krone. She becomes furious when he comments on her blood relation to Ur and their confrontation sends them tumbling down a cliff. As they fall, Ultear recalls how she was abandoned and replaced by her mother and was painfully experimented on in a facility. Her anger led her to Hades and Grimoire Heart. The two resume battle underwater. However, her mother's voice and memories interrupt her train of thought.

Ultear sees the past through her mother's eyes: she was informed that Ultear has died and greatly despaired over it. The distraction gives Gray and opening and he defeats her with Ice-Make: Gungnir. With Ultear trapped, Gray tells her that Ur once said that Ultear was her happiness and was the proof of her life. Defeated, Ultear admits that all she wanted was to see her mother again.

When she recovers, Gray decides to head off to his next battle and this time, he won't be alone.

Fights

 * Gray Fullbuster vs. Ultear Milkovich (concluded)

Spells used

 * Ice-Make: Cocoon
 * Magic Sword
 * Ice-Make: Dahlias
 * Magic Sword
 * Ice-Make: Dahlias
 * Magic Sword
 * Ice-Make: Dahlias
 * Ice-Make: Dahlias

Abilities used

 * Hand-to-Hand Combat

Weapons used

 * Teal Orbs

Manga & Anime Differences

 * There is a clip of Juvia imagining waking up in a bed after being awakened by Gray's voice.
 * In the manga, after Juvia and Meredy's departure, Ultear kicks Gray and hits him with a single orb. However, in the anime, she hits him with multiple orbs.
 * The anime shows clips of the main camp where Lucy, Natsu and Happy talk about Ultear's Magic. Virgo also shows up in a bikini while digging pitfalls.
 * When Ultear sends the time of Ice-Make: Hammer to the future in the manga, it is directly above her. In the anime, it is obliquely in front of her.
 * In the anime, Ultear sends numerous orbs towards Gray when she explains that she learned Arc of Time in order to kill Mages like her mother. In the manga, she only stands by.
 * When Gray recalls the memory of Ur crying over Ultear's clothes, the blouse used is floral in the manga, but plain yellow with a white collar in the anime.
 * Gray remembers Ur and himself shopping in a town and the moment she sacrificed her body to seal Deliora before slashing himself with his ice.
 * Gray's wound is already patched with ice by the time he attacks Ultear with Ice Blade: Seven Slice Dance.
 * The manga shows panels of Meredy being chased by Juvia, Gildarts feeling exhausted, Erza supporting herself on her sword and Natsu at camp before showing the effects of Ice-Make: Rosen Krone on Gray.
 * Ultear attacks Gray with different-looking spells after he comments on her blood relation with Ur. In the manga, it is Ice-Make: Bloom, where the ice looks like very pointed flowers. In the anime, it looks more like Ice-Make: Rosen Krone.
 * When Gray bounces back towards Ultear, she summons a Magic Sword to slash at him in the anime.
 * In the manga, Ultear has her hands on Gray's shoulders as the fall. In the anime, she has her hands out on the side and Gray restraining her.
 * Ultear's history is lengthened, slightly variated and more detailed in the anime.
 * She is taken to a specific facility, the Bureau of Magic Development, headed by Brain.
 * In the anime, she resides in a decent room. In the manga, she is behind bars and is fed on a bowl-like dish.
 * She is experimented on above a pit with cords attached all over her body in the anime, but in the manga, she is tied to a table. The equipment in the anime is also more advanced.
 * The anime shows how she escaped the facility in order to look for her mother. It also shows how she destroys the facility.
 * In the manga, Ultear is shown naked when she realizes that she is "inside" her mother.
 * The manga shows Ur first consulting with a doctor before going to the specialists that experimented on Ultear.
 * In Gray's memory in which Ur tells her students about Ultear, they talk about it over a meal in the manga, but in Ur's room in the anime.