Episode 106

The Ultimate Magic World is the 106th episode of the Fairy Tail anime. It first aired on November 19, 2011.

Battles on Tenrou Island continue on with Azuma defeating Mirajane and Lisanna. Meanwhile, Ultear Milkovich finds Zeref and after a short battle with him, she defeats him and completes her mission.

Synopsis
Natsu Dragneel raises his hand and encourages Makarov to fight against Grimoire Heart after his victory over Zancrow. However, Natsu passes out afterwards.

Meanwhile, Lisanna and Mirajane's battle against Azuma continues. Azuma recognizes Mirajane as "Demon Mirajane" and asks her to fight him. Mirajane seems reluctant, so Azuma traps Lisanna between branches that contain and explosive device that would explode in three minutes and can only be stopped if Azuma is defeated. Left with no choice, Mirajane transforms into her Satan Soul and battles it out with Azuma. They initially seem evenly matched and Azuma is impressed with her strength. However, Mirajane realizes that she doesn't have enough Magic to sustain her Satan Soul. She returns to where Lisanna was trapped, concedes defeat and shields her as the explosion occurs. Lisanna is saved but Mirajane loses consciousness. Azuma walks away from the two, disappointed.

Wendy Marvell, Happy, Pantherlily and Carla find Natsu and Makarov and quickly work to heal them, but become frustrated when they can't seem to succeed. Makarov regains consciousness for a while and asks Wendy to remove the malevolence on Natsu's black scarf so that he may recover. Pantherlily conjectures that the black-haired man who turned Natsu's scarf black might have been Zeref, the man Grimoire Heart sought.

Ultear finally finds Zeref. She pays him her respects and tells him that they desire his whole existence. However, Zeref is angered by this. He informs her that he desires no strife in this age and orders her to leave the island at once. Ultear begins to shake in shock and fear of the angered Zeref.

Elfman and Evergreen battle Rustyrose who seems to have the upper hand. After striking them both down, Rustyrose explains to them their motives for capturing Zeref. They will let him be the king of the new world, a world where those who cannot use Magic cannot exist, the Ultimate World of Magic.

Zeref attacks Ultear in an attempt to chase her away. However, remaining determined, Ultear strikes back in order to capture him. Zeref unleashes his Death Wave by accident again while battling Ultear. With his guard down, Ultear manages to take down Zeref, though she suffered a few injuries herself. She gladly exclaims, "I have Zeref!"

Fights

 * Mirajane Strauss & Lisanna Strauss vs. Azuma (concluded)
 * Elfman Strauss & Evergreen vs. Rustyrose (started)
 * Zeref vs. Ultear Milkovich (started and concluded)

Spells used

 * 180-Second Time Bomb
 * Mini Explosions
 * Tree Shield
 * Evil Explosion
 * Healing Spell
 * Image
 * Death Wave
 * Healing Spell
 * Image
 * Death Wave
 * Image
 * Death Wave
 * Death Wave
 * Death Wave

Abilities used

 * Hand-to-Hand Combat
 * Flight

Items used

 * Teal Orb

Manga & Anime Differences

 * Mirajane's and Azuma's exchange of physical blows is greatly extended.
 * The details of the battle of Zeref vs. Ultear Milkovich is shown in the anime.