Ultear Milkovich

Ultear Milkovich is a female Mage and a former member of the Grimoire Heart Guild. She was the eldest of the Seven Kin of Purgatory, the strongest team in her guild.

Appearance
Ultear is a pale skinned woman with long black hair, and black eyes. How she wears her hair varies from time to time. Ultear has a rather voluptuous figure, and she wears a long revealing dress, sporting a striped pattern. In combat she changes to a tight fitting battle outfit. Gray also remarks on Ultear's strong resemblance to her mother, Ur.

Personality
Ultear is a manipulative, ruthless and ambitious woman. Ultear regards her mother with cold disdain, classifying her as weak. She is rather calm and considerate when it comes to Meredy. However, she does not like it when Meredy calls her "Ul", possibly indicating that she has issues as well as hatred towards her late mother, although later on Meredy claims that because of Ur's death she has suffered. Meredy treated her as her mother because she saved her and gave her the words to live on. She has no problem with sacrificing lives to obtain what she wants, even going as far as controlling children.

Ultear is determined to find and reawaken Zeref because he can apparently save her from something that is troubling her. When she found him she even started to cry from happiness, and hugged his unconscious body, claiming that he was hers.

However it is later revealed that Ultear is not truly evil but rather, the victim of an unfortunate history. After thinking her mother abandoned her, finds her self under the tutelage of Hades and from it learns the magic of the Arc of Time. From it she was led to believe that once she reaches the Ultimate Magic World she would be able to complete the Arc of Time and with it, be able to go back in time to relive and change her past.

This is the reason why she was able to commit all the atrocities she did: because she thought she would be able to undo them once she completes the Arc of Time, to go back and live the life she wanted, but once learning the truth about her mother from Gray - realizes her mistakes. She finally admits her wrongdoings and confesses her feelings for Meredy, once forgiven they embrace in mutual love for each other, marking the change in Ultear for the better.

History
Ultear was born to Ur and was her daughter up until early childhood. However one day, Ur discovered that Ultear had too much magical power in her which was giving her a fever and took her to a doctor. The doctors went to treat Ultear, but in truth abducted her; when Ur returned for her daughter, the doctors lied to Ur, saying her daughter had died and her body was too ravaged for her to look at. Devastated, Ur accepted the lies and believed her daughter was dead. Ultear, who survived, did not know that her mother had been lied to and assumed that Ur had abandoned her. She was experimented on over time, being kept in a prison when she wasn't. Ultear, however, managed to escape once and make her way back home. However, when she saw Ur with Gray and Lyon as her new apprentices, Ultear assumed she had been replaced, especially seeing Ur happy and vowed revenge. She returned to the laboratories and willingly let them continue their experiments till she gained her magic powers before escaping again, this time destroying the labs with her new found power.

As she grew up, Hades took Ultear under his wing, raising and mentoring her to learn a form of Lost Magic: Arc of Time. Convincing her that in the "World of Magic" one could travel back in time to change the past. At some point she stumbled upon a young Meredy, along with a few of her comrades in some city ruins and invited her to Grimoire Heart.

Macao arc
She was introduced as a member of Magic Council. She spent the entire session playing with her teal orb, for which she was admonished by Org.

Galuna Island arc
She later disguises herself as a masked individual named Zalty and joins Lyon Bastia to attempt to revive the demon Deliora. The group comes into a confrontation with Team Natsu, where she takes on Natsu Dragneel herself, though in the end is beaten (though not before Natsu states that while she in the Zalty guise, she has the scent of a woman). In the end, it turns out it was a plot by Siegrain to revive the demon and control it. But since it was already long dead, the mission was a failure. She also ends up getting a bump on her face from the fight with Natsu and mentions that she didn't even use half her power against him. After Deliora was defeated, she restored the destroyed village on Galuna Island back to normal, and was later on impressed by the fact that Erza figured out the mystery behind the curse of the Galuna Island's inhabitants.

Tower of Heaven arc


She was seen during the council situation involving Jellal Fernandes and the threat of the Tower of Heaven. Both Siegrain and herself manipulate the council into firing Etherion (a satellite beam of gigantic concentrated Magic) at it. The whole thing, however, is nothing more than a plot by Siegrain, who is a psychic projection of Jellal used to fool the council into using the Etherion to complete the tower and create the R-System, a tower of Lacrima crystals which he hopes to use to revive the Dark Mage Zeref. Once the tower is completed, Ultear uses her Magic to destroy the council's HQ and throw them into turmoil.

However, after the events at the Tower of Heaven and Jellal's defeat, Ultear revealed herself to have manipulated Jellal all along, since Zeref was never killed - just sealed away. Her true goal was to unseal Zeref, using Jellal to get one of the keys to unseal him.

Oración Seis arc


Events take place in the Oración Seis arc in manga but Fighting Festivals arc in the anime

She is revealed to actually be a member of the Dark Guild: Grimoire Heart. She is seen in Chapter 131 talking to her master about searching for the Keys to Zeref's seal, Grimoire Heart already having at least one of them in their possession.

In the anime, Ultear talks to her master atop a rocky summit through a round green orb rather than the airship.

Tenrou Island arc


As Zeref starts using his Magic, Ultear and her guild locate him and prepare to retrieve him at Tenrou Island in their airship. While en route to the island, her teammates start acting up, but she doesn't give them attention, except for Meredy whom she asked if she could fight in the forecoming battle with Fairy Tail. Later, they are all seen preparing for the battle, with Ultear having changed clothes and when Meredy calls her Ur, she angrily scolds her, telling her to never call her Ur again. Then, she, with the rest of the Kin (except Azuma), notices a giant monster, Makarov's Full Body Titan form, and they all are taken aback, although the Guild Master, Hades, was unaffected.

After Makarov damaged a large section of the airship, Ultear completely repaired it using her time Magic. She was then transported to Tenrou Island by Caprico's bubble Magic. She blushes at the prospect of meeting Zeref at last. She then begins running toward an unknown location, saying for Zeref to wait.

Ultear continues walking, talking to herself about how the path to find Zeref was far and hard, but today it'll all pay off and her dream will come true. Once she has Zeref in her hands, she claims she will be saved. Just then, Zeref appears behind her. He states that the Grimoire Heart members are "the apple of the discord here" as she excitedly tears up at seeing him in the flesh. Zeref then prepares to attack, claiming that they have angered him greatly.



As Zeref asks her what they wish to do with him, she bows to him, replying that they need his entire existence. However, Zeref then says he doesn't want to kill anymore and that he wants Grimoire Heart to leave the island and reasserts his anger, giving chills to Ultear in the process. The two then have a short battle and, though moderately injured, Ultear is shown to be the victor. She mentions that she is the eldest of the Seven Kin and that Zeref in his sleeping state is weak. She then prepares to release him, shouting into the air with glee that she has captured Zeref. She then brings the unconscious Zeref to a tree and hugs him tightly, saying she'll make him the king of the ultimate Magic world. Meanwhile, Natsu detects her familiar scent and runs toward her location.

As Natsu makes a noisy ruckus in getting to her, Ultear detects his presence and hides. Natsu and Happy see Zeref unconscious by a tree, and Ultear uses her Magic to make a sprout in the ground grow into a giant tree that almost hits the pair in the process. Sitting on one of the high branches of a tree, Ultear introduces herself as the leader of the Seven Kin. She wonders aloud if Fairy Tail also wants Zeref, but Natsu quickly responds no and yells out that he will never forgive Grimoire Heart. As he begins climbing the tree to get to her, she produces an orb from her armpiece and knocks him away with it. She then follows up by producing numerous orbs in the air and has their "time paths" all pinpoint to Natsu, which results in a devastating attack. Smirking, she comments that the fun has only just begun.



When Kain is kicked over towards her by Natsu, she asks him what he was doing there, to which he replied that he had been chasing that girl. She is then seen with Kain facing off against Lucy and Natsu. Kain then asks her to leave because he would handle Lucy and Natsu by himself. She agrees and says that she must take Zeref to Hades much to Kain's joy.



She is later seen carrying Zeref back to Hades, when Gray spots her and mistakes her momentarily for Ur. He almost catches her attention when he cried out in pain because of the Sensory Link Magic cast on him by Meredy. Ultear then appears behind Gray, and asks if he was following her. She then goes on to explain that she is the daughter of Ur and that he shouldn't fear her because she is on Gray's side.

A skeptical Gray questions what Ultear means that they are allies. She tells him she holds no grudge against him because she knows that he didn't kill Ur, and in the end it was just pride, 'a mother protecting her child' which provokes Gray to remark that she's done evil things and that she shouldn't say that what she did was Ur's pride. Ultear then states that everything she did was the will of Ur, which suprised Gray.

Ultear is later seen with Gray Fullbuster when Azuma uprooted the Great Tenrou Tree. The pair is seen again after Azuma's defeat and she remarks that the magical energy is back to normal. As Gray contemplates Ur's will, she says it's up to him whether to believe him or not; she says she'll take Zeref off the island and tells Gray he must defeat Hades. She says with Ur's Iced Shell, he can beat Hades and is the only one who can answer their prayers. Gray agrees with her in using Iced Shell to defeat Hades, claiming that he's not doing it for her nor Ur, but for the guild.

Later, Ultear brings Zeref over to where Meredy is. She tells Meredy that there's been a change of plans and that they're leaving the island. Meredy argues that they haven't found Gray yet. Ultear tells her that Gray is not their enemy, but their trump card. She starts laughing as she thinks about how she fooled Gray with a story about Ur that she made up on the spot. She declares that if everything goes smoothly, she'll get rid of both Hades and Gray. This surprises Meredy and when she asks why she wants to fool Master Hades, Ultear replies that it's so Zeref can be all hers. Before she and Meredy leave, she notices Juvia Lockser unconscious on the ground. Ultear makes a sword appear and tells Meredy that she'll kill the woman. Meredy attempts to convince her to not do it, but Ultear does not listen and swings her sword. Just when Ultear's blade was about to slice Juvia's neck, ice stops the movement of her sword and Gray appears, taking Juvia out of Ultear's way. It turns out Gray didn't believe a word she said from the start. Gray states that he swore to never use Iced Shell again because he wants to walk the path where he can live with his comrades. Ultear realizes that he's not a simple-minded fool and mutters that she didn't really want to fight with him because he's her beloved student. She declares that he's chosen to be killed in the cruelest way and starts emanating power as she tells him that she's the head of the Seven Kin of Purgatory. Just as she is about to say that someone like him is no match for the likes of her, Gray punches her with his iced fists.

Ultear quickly gets up from being punched down by Gray and orders Meredy to take Zeref to the "escape point". While Gray is distracted with seeing if the just-woken Juvia is fine and chasing after Meredy, Ultear kicks him in the face. She slams her orb into him and he counters with Ice-Make: Lance. However, using her Arc of Time, she makes the ice evaporate. She does the same thing with his next attack. She tells him that she learned her Magic specifically for killing Creation Mages like her mother. This statement enrages Gray. As Ultear sends more orbs his way, she has his ice shield evaporate and she makes a direct hit. Gray yells that Ur had always been thinking about her. Ultear easily overpowers him in hand-to-hand combat. When she asks him if he's resorting to physical attacks because his ice is rendered useless, he replies that he'll strike her down with ice, with Ur's Magic. She confidently responds that she cannot be defeated by his eyes. Ultear is surprised when Gray slices the side of his torso, causing him to bleed. He charges towards her as he declares that he'll seal her darkness. Ultear attempts to use Arc of Time on Gray's ice but it doesn't work. She realizes that the red ice Gray is about to use on her is his own frozen blood. Gray makes a direct hit with Ice Blade: Seven Slice Dance.

Ultear is impressed by his tenacity despite the torn flesh and broken bones. Momentarily, she remembers herself as a child, clutching a tree trunk and crying. Ultear regains her balance, swears that she cannot lose until she reaches the great world of Magic and assumes the stance for Ice-Make, surprising Gray. She creates a huge garden-like ice with roses and thorns, Ice-Make: Rozen Krone, which Gray notes is exactly like Ur's Creation Magic.

Ultear pants after casting her Magic. When Gray notes that Ultear has the same blood as Ur, she is angered and casts another ice spell on him. However, Gray regains his balance and pins her down. As they roll on the ground, he asks her why she became that way and she yells for him to shut up. Their rolling takes them to a cliff and they fall.

As they fall, Ultear reveals her past (See History)

The two fall into the water. She assumes the position for Creation Magic and reveals that she did all this so she could changed her cursed existence into a life of happiness. She casts her Magic underwater. As it was about to hit Gray, she hears someone's voice pleading for her help. Gray manages to strike her down with his foot and she hears the voice again. She recalls the time when her mother brought her to an institution, asking for help because Ultear had been born with too much Magical Power and she burned up with fever. She realizes that Ur had melted at Galuna Island and went into the ocean. Ultear questions if she's inside her mother. She sees Ur crying over her when she was told that Ultear had died. Ur pleaded for them to give back her Ultear. With Ultear distracted, Gray casts Ice Make: War God Lance and lands a direct hit on Ultear. A large pillar of ice with Ultear inside emerges from the water. Gray floats to the surface. With both of them rather immobile, Gray tells her a story Ur once told him: Ur had felt a light shining into her heart when Ultear was born and she dreamed a future full of hope for her. The ice holding Ultear shatters. As she falls, she states that she wanted to go to the great world of Magic and return herself to the time before she hated her mother. She cries as she reveals that she just wanted to be with her mother just one more time.

Later, Gray brings Ultear to rest by a stone. He ties his shirt around his waist as he states that the battle is far from over. Ultear tells him that he can't win against Hades. Gray replies that he knows and that it would be impossible by himself but presses on anyway.

As Natsu is attacking Hades, Ultear uses her Arc of Time to return Tenrou Island and the Great Tree back to their original state, thus restoring all of Fairy Tail's Magic again. She feels reborn anew as she does this. She leaves the island together with Meredy on a rowboat, leaving Grimoire Heart to deal with Zeref. After being silent for some time, Meredy asks Ultear if she was the one who attacked her hometown, having heard the truth from Zancrow. Ultear confirms Zancrow's claims, knowing that she would have had to reveal it sooner or later, and admitting that destroying Meredy's town was one of the things she once thought wouldn't have mattered after Zeref's revival.

Seeing Meredy's angered reaction and realizing she has no right to be forgiven, Ultear decides to prevent Meredy from staining her hands with her own blood by stabbing herself in the stomach and throwing herself out of the boat, telling Meredy to find happiness. As her body sinks into the ocean, she prepares to enter her mother's embrace in death when Meredy dives after her and rescues her. Meredy declares that she knows about Ultear's sadness and regrets using her Sensory Link and forgives her, begging her to stay alive so that they may live together. Ultear is brought to tears and hugs Meredy as they float together in the ocean.

Magic and Abilities
Arc of Time (時間のアーク Toki no Āku): A Lost Magic that allows Ultear to manipulate the "time" of organic and inorganic, but non-sentient, objects, "moving" them either back or forward in time and thus changing their condition. She claims that this kind of Magic is perfect for fighting Element molding Mages, and that, in the Ultimate World of Magic, Arc of Time would allow her to change the sad memories of her childhood into happy ones.


 * Restore (レストア Resutoa): Ultear uses her time Magic to restores inorganic items back to the state they were in before they took damage. It appears that she controls this technique through her eye.
 * Parallel Worlds: Ultear produces numerous copies of her orbs in the air that all represent "future possibilities" or "parallel worlds" of her orb's path. (Unnamed)
 * Flash Forward (フラッシュ フォワード Furasshu Fowādo): Ultear produces numerous copies of her orbs in the air that all represent "future possibilities" of her orb's path, compresses all their futures, and redirects them all at her opponent to have them home in on her opponent in a devastating assault.

Ice-Make (氷の造形魔法 (アイスメイク) Kōri no Zōkei Mahō (Aisu Meiku)): It was revealed that Ultear also possesses Ice-Make Magic exactly like Ur's, creating plants and flowers out of ice to attack Gray during their battle.
 * Ice-Make: Rozen Krone (Crown of Roses): Ultear creates giant roses and spiked branches made from ice that surround and bind the opponent. It's very similar to Ur's anime-only Ice-Make: Rose Garden.
 * Ice-Make: Bloom: Ultear creates several block of ices which bloom outwards to attack the target. (Unnamed)
 * Ice-Make: Dahlias: Ultear creates giant Dahlia flowers out of ice to shield herself from enemy attack. (Unnamed)

Transformation (変身魔法 Henshin Mahō): Ultear has shown skill in Transformation Magic: she was able to transform into a masked man named Zalty, a disguise she came up with and which she could maintain for a lengthy duration of time. Nonetheless, she couldn't eliminate her womanly smell, as noted by Natsu.

Unnamed Mind Magic: She has also demonstrated the ability to infiltrate the minds of others, which she did to Jellal to convince him that she was Zeref.

Expert Hand to Hand Combatant: Ultear is also skilled in unarmed combat. During her fight with Gray, she was able to grab his head with her legs and throw him easily, demonstrating agile motions. Even while underwater, Ultear was able to deliver powerful kicks to Gray.

Immense Magic Power: As the leader of the Seven Kin of Purgatory and a former member of the Magic Council Ultear has a vast amount of Magic Power. Even as a child, Ultear had so much that it was causing her to become ill and that her mother, Ur, had to send her to a Magic Research Laboratory to have some of it removed.

Equipment
Battle Armor: Before she landed on Tenrou Island, in preparation for the upcoming battle against Fairy Tail, Ultear changed her outfit from a revealing dress into a tight form-fitting uniform that almost resembles an armor. Zancrow commented that Ultear was taking the upcoming battle against Fairy Tail seriously by wearing it. Later on, it is shown that the hole in the armor's armpiece can summon her orb.

Orb: Ultear's weapon of choice is a teal orb she rolls around on her person. It is used in conjunction with her Arc of Time Magic; it can be launched at high speeds at opponents and if it is ever broken, it can be repaired. It's probably a Communication Lacrima crystal, since she was shown using it both when she talked with Jellal and with Hades.

Ur
Ur is Ultear's deceased mother, however Ultear hates her because of due to thinking that Ur delibrately replaced her after seeing Ur with Gray and Lyon. She learned Lost Magic in order to kill her. In truth However, Ur really did love her deeply and was saddend when she thought her dead, not realizing that Ultear was kidnapped. Thus her hatred of Ur is really a tragic set of misunderstandings on both sides.

Gray Fullbuster
When she first meets Gray she tries to trick him into killing himself with Iced Shell in order to kill Hades. Fortunately, Gray manages to see through her lie. Ultear harbors a special hatred toward Gray because he is Ur's "beloved apprentice" believing her mother to have replaced her with him. However after learning the truth, she does show some concern towards Gray who warns him over Hades. She also helped restore The Great Tree, during Team Natsu's battle against Hades, possibly out of concern for him.

Meredy
In spite of her manipulative and cruel personality, Ultear is quiet calm around Meredy. She states that Meredy reminds of her when she was younger. She later fully admits that she loves Meredy and would kill herself for her if she saw fit.

Jellal Fernandes
Ultear was Siegrain's (Jellal's thought projection) partner in infiltrating the Magic Council in order to commence their plan in "reviving" the dark Mage, Zeref. She was the one who help manipulate the Council to use Etherion in order supply the Tower of Heaven with 2.7 Billion Edeas and create the R-System. While Seigrain reunited with Jellal to make his Magical capacity return to normal, she was left behind to destroy the Council's Head Quarters and throw them into turmoil. Later on, it was seen that she was the "Spirit of Zeref" who deceived and brainwashed Jellal when he was still a child back in the Tower of Heaven and was only using him to get one of the keys to unseal the Dark Mage Zeref, knowing he wasn't dead in the first place.

Major Battles

 * Natsu Dragneel vs. Zalty (Ultear Milkovich)
 * Zeref vs. Ultear Milkovich
 * Natsu Dragneel vs. Ultear Milkovich
 * Gray Fullbuster vs. Ultear Milkovich

Quotes

 * (To Gray Fullbuster) "I should tell you... There's one very important thing you don't know about me... I'm the head of the Seven Kin of Purgatory. Someone like you is no match."
 * (To Meredy) "... From other people's point of view, I look like a monster. I'm a stupid woman who imagines she can create a happy life by piling up her sins."
 * (To Meredy) "... You hate me so much you want to kill me, but... there's no need for you to dirty your hands... I will... disappear from your eyes... You'll find happiness... I love you, Meredy..."

Trivia

 * It is stated by Jellal that her name is derived from "Ur's Tears".
 * Ultear´s Grimoire Heart uniform is different in the anime than in the manga. In the manga, it is a long and revealing dress with a striped pattern (similar to that of tigers or zebras), while in the anime, it is a long, purple-colored dress without stripes.