The battle between Gray and Ultear continues, until the two find themselves fighting in the ocean. As Ultear finds out how much her mother actually loved her, Gray defeats her, telling Ultear that she is Ur's most precious gift. Gray then heads off to the airship, intending to defeat Hades, as Erza and Natsu prepare to do the same.
Whilst Meredy, carrying an unconscious Zeref, is trying to escape from Juvia, Fairy Tail Mages all over the island are recovering from their injuries. Meanwhile, Ultear's Ice-Make: Rosen Krone is able to injure Gray, who falls to the ground. Gray, however, recovers, saying that he should have expected that Ultear knows Ur's Magic since her blood runs in her veins. This comment angers Ultear who attacks Gray again with ice. Gray is able to free himself from the ice and tackles Ultear to the ground, asking her the reason why she is doing this things. Ultear tells him to shut up, saying that someone like him wouldn't understand. The Mages then roll of a hill and fall down a cliff.
As they fall, Ultear remembers her childhood. She was abandoned by Ur and was taken to the Bureau of Magical Development, where she was experimented on, trying to amplify Magic Power. One day, she escapes and returns home to Ur. However, she saw that Ur had taken in Gray and Lyon. Seeing her mother's laughing face, she concluded that Ur got rid of her to make room for Gray and Lyon. She vows to never forgive her mother and returned to the Bureau where she acquired Magic Power that she used to destroy it and to get revenge on her mother. She was researching Zeref one day when Hades arrives and tells her that if she acquired Zeref and possessed the Lost Magic, Arc of Time, she would be able to travel through time and change anything that she wanted.
Remembering Hades' words, Ultear falls to the ocean with Gray. Ultear, vowing to change her cursed existence and complete the great world of Magic, then attacks Gray with an Ice-Make spell. She then hears a voice, asking for help. As she tries to look for the source of the voice, she hears it again and remembers her past. Ur was carrying her to the hospital since she has a high fever due to excess Magic Power. Ultear is confused about the memory she is seeing and realizes that, since Ur melted in Galuna Island, she is now in the ocean. Ultear discovers that the doctor informed Ur that her daughter died. Ur was overcome with grief, crying and begging to have Ultear returned to her.
Seeing Ultear shocked and unmoving, Gray attacks her with his Ice-Make: Gungnir. The attack freezes Ultear's body just as Gray floats to the water's surface. Gray then reveals that Ur was so happy when Ultear was born. She was telling Gray and Lyon that when she saw Ultear's body, she felt a light shining in her heart and that she dreamed that the future will hold infinite possibilities for her young baby. Ur tells Gray and Lyon that she believed that her daughter will be the proof that she lived, her tear. Hearing this words, Ultear falls, revealing that all she wanted in the world was to have more time with her mother.
Gray later carries Ultear back to the island and turns to leave, saying that he may have won the fight but his battle is far from over. Ultear tells him that he can't win against Hades. Gray tells her that he knows that, saying that it would be impossible if he could do it alone. Elsewhere, Natsu and Erza are preparing themselves for the final confrontation.
Characters in Order of Appearance
Battles & Events
- Gray Fullbuster vs. Ultear Milkovich (concluded)
Magic, Spells, and Abilities used
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