"I always cursed my own life. The anxiety, anger and hatred I couldn't suppress. However, when I stopped to look at the sky... I realized just how small I am. There is an endless world spreading before me."
Ultear Milkovich (ウルティア・ミルコビッチ Urutia Mirukobicchi) is a female Mage and the daughter of Ur. She is also a former member of Grimoire Heart, where she was the eldest member of its strongest team, Seven Kin of Purgatory. After defecting from the Dark Guild, she became an Independent Mage of Crime Sorcière, until she left following the conclusion of the X791 Grand Magic Games.
Ultear is a pale-skinned woman with dark purple hair and brown 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 into a tight fitting battle outfit. The battle suit is sleeveless and skin-tight, being divided into 3 sections; the main body of the suit and the legs of the suit from the thigh down are both white with black patterning, with the space between them being a deep brown. The entire suit is trimmed with gold patterns, and Ultear sports a matching white headband. On her arms, Ultear wears long black sleeves, with the section from her elbow down bearing chunky, gray wrist-guards, from which she can produce her characteristic Lacrima. Gray also remarks on Ultear's strong resemblance to her mother, Ur.
By the year X791, the mark of Grimoire Heart, which was tattooed on her back, is now no longer visible, being replaced with that of Crime Sorcière, which, in itself, is surrounded by a rather large X-shaped scar. Ultear also seems to no longer use lipstick. Her outfit now consists of little more than a tabard-like garment that barely covers her front and back, with a sizable slit exposing her cleavage. The attire is open on both sides of her body except for a small attachment at her waist, and she dons long black boots that leave her upper thighs bare.
After using Last Ages, Ultear's body rapidly ages into an elderly woman with gray hair in a bun with her face having gained several wrinkles. She has also become much shorter and uses a cane to walk around with.
Ultear is a manipulative, ruthless and ambitious woman. She regards her mother with cold disdain, classifying her as weak. She is rather calm and considerate when it comes to Meredy, whom she is very close with. However, she does not like it when Meredy calls her "Ur", 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, Ultear has suffered. Ultear has no problem with sacrificing lives to obtain what she wants, even going as far as to control children.
Ultear is determined to find and reawaken Zeref, as 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, she found herself under the tutelage of Hades, and through it learned the Magic 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, Ultear realizes her mistakes. She finally admits her wrongdoings and confesses her feelings for Meredy, and once forgiven they embrace in mutual love for each other, marking the change in Ultear for the better.
Seven years later, Ultear has become more laid back. She has also shown to have a more easygoing, but still somewhat twisted sense of humor, seen when she explained the workings of opening second origin to Natsu and his companions, as well as when she tormented Jellal during the match through Meredy by comically feeding her hot peppers and tickling her. This also shows that she is still pragmatic, in that she was willing to cost Jellal his match to keep his identity a secret.
Ultear was born to Ur and was her daughter up until early childhood. However, one day, Ur discovered that Ultear had too much Magic Power confined inside her, which was giving her a fever and making her ill. Ur took the young and ill Ultear to the Bureau of Magical Development, who agreed to look into and cure the child. They treated Ultear, but in truth abducted her; when Ur returned for her daughter, they lied to her, saying that her daughter had died and that 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 a long period of time, being kept in a prison when she wasn't. Ultear, however, managed to escape one day and made her way back home. However, when she saw Ur with Gray and Lyon as her new apprentices, Ultear assumed that she had been replaced, especially once seeing Ur happy with her new pupils. Vowing revenge, Ultear returned to the laboratories and willingly let them continue their experiments on her until she raised her Magic power to an incredible level. She escaped again, however this time destroying the labs with her new found power.
As she grew up, Hades found and took Ultear under his wing, raising and mentoring her to learn a form of Lost Magic: the Arc of Time, convincing the young girl that in the "Ultimate Magic World" one could travel back in time and change the past. At some point, Ultear stumbled upon a young Meredy along with a few of her comrades in some city ruins and invited her to Grimoire Heart.
Ultear is introduced as a member of Magic Council. She spends the entire session playing with her teal orb and complaining to her fellow Council member that she is bored, for which she is admonished by Org.
After Fairy Tail gets the Lullaby Flute, it is handed over to the Magic Council. Org tells the Council that it is unacceptable for Dark Guilds to be using Magic created by Zeref. Siegrain reminds the Council that Fairy Tail ended up saving the day, and Ultear then extends upon that by saying they did it with only four or five Mages, though the Council refuses to admit Fairy Tail was of help.
Ultear is present when Erza Scarlet is brought before the Council after being charged for the destruction caused fighting Lullaby. Ultear is shocked when Natsu Dragneel storms in disguised as Erza and causing a ruckus.
Galuna Island arc
Ultear later disguises herself as a masked individual named Zalty and joins Lyon Vastia to attempt to revive the Demon Deliora on Galuna Island. 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 disguise, she has the scent of a woman. In the end, it turns out her participation on the island is a plot by Siegrain to revive the Demon and control it, but as the Demon was already long dead, the mission is a failure. Ultear 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 is defeated, she restores the destroyed village on Galuna Island back to normal, and is later on impressed by the fact that Erza figured out the mystery behind the curse of Galuna Island's inhabitants.
Tower of Heaven arc
Ultear is seen during the Council meetings 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 the tower to destroy 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 provide the tower with Magic 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 headquarters and throw them into turmoil.
However, after the events in the Tower of Heaven and Jellal's defeat, Ultear reveals herself to have been manipulating Jellal all along, as Zeref was never killed - just sealed away. Her true goal is to unseal Zeref, using Jellal to get one of the keys needed to release him.
Oración Seis arc
Events take place in the Oración Seis arc in manga but Fighting Festival arc in the anime.
Ultear reveals herself to actually be a member of the Dark Guild: Grimoire Heart. She is seen 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 on the Grimoire Heart airship.
Tenrou Island arc
As Zeref starts using his Magic against the members of Fairy Tail during the annual S-Class Mage Promotion Trial, Ultear and her guild locate him and prepare to retrieve him on 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 asks if she can fight in the fore-coming battle with Fairy Tail. Later, Grimoire Heart are all seen preparing for the battle, with Ultear having changed clothes. When Meredy calls her Ur, Ultear angrily scolds her, telling her to never call her Ur again. She then, with the rest of the Kin (except Azuma), notices a giant monster on the shore of the island. The giant turns out to be Makarov, who is using his Full Body Titan form to prepare and attack the ship. The Grimoire Heart members are all taken aback, although their Guild Master, Hades, remains calm.
After Makarov damages a large section of the airship, Ultear completely repairs it using her Time Magic. She is then transported to Tenrou Island by Caprico's Bubble Magic, and blushes at the prospect of finally meeting Zeref. She then begins running toward an unknown location, asking for Zeref to wait. Ultear continues walking, talking to herself about how the path to find Zeref is far and hard, but today it'll all pay off and her dreams will come true. Once she has Zeref in her hands, she claims she will be saved. Just then, Zeref appears behind her and states that the Grimoire Heart members are "the apple of the discord here", as Ultear 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, Ultear 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 of Purgatory 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 him. 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 with a no, and yells out that he will never forgive Grimoire Heart for stepping onto his guilds sacred land. As he begins climbing the tree to get to her, Ultear produces an orb from her arm piece 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 Kain replies that he had been chasing a Fairy Tail girl. She is then seen with Kain facing off against Lucy and Natsu. However, before the battle can truly get under way, Kain asks her to leave, as he believes he can handle Lucy and Natsu by himself. Ultear 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. Gray almost catches her attention when he cries out in pain due to the Sensory Link Magic cast on him by Meredy. Ultear then appears behind Gray, and asks him 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, as she is on his side.
A skeptical Gray questions what Ultear means when she says that they are allies. She tells him she holds no grudge against him, as she knows that he didn't kill Ur, but rather Ur sacrificed herself to save him, as "a mother protecting her child" would. This provokes Gray to remark that Ultear is doing evil things, and that she shouldn't say that what her mother did was a form of pride. Ultear then states that everything she is doing is the will of Ur, which surprises Gray.
Ultear is later seen with Gray when Azuma uproots the Great Tenrou Tree. The pair is seen again after Azuma's defeat, where she remarks that the Magic Power on the island has returned to normal. As Gray contemplates Ur's will, Ultear says that it is up to him whether to believe her or not; she states that she'll take Zeref off the island and tells Gray that he must defeat Hades. She says that with Ur's Iced Shell, Gray 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 Fairy Tail.
Later, Ultear brings Zeref to Meredy's location. She tells Meredy that there has been a change of plans, and that they're leaving the island. Meredy argues that they haven't found Gray yet, but Ultear tells her that Gray is not their enemy any more, rather 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 in one swift action. This surprises Meredy, and when the girl asks why Ultear wants to fool Master Hades, Ultear replies that it's so Zeref can be hers alone. Before she and Meredy leave, Ultear 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 at Juvia's neck. Just when Ultear's blade is about to hit it's target, ice stops the movement of her sword and Gray appears, moving Juvia out of Ultear's way. It turns out Gray didn't believe a word Ultear had said from the start, rather he pretended to agree with her to figure out her motives. 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 as she thought, 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 ice covered 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, Ultear simply 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, with the statement enraging 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, and begins to attack her with his fists. Ultear easily overpowers him in hand-to-hand combat, and 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, as it is Ur's Magic. She confidently responds that she cannot be defeated by his ice, as no matter what form he makes it take, it all has the same future. Ultear is then surprised when Gray slices the side of his torso, causing himself to bleed. He then 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 lands 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 Ultimate Magic World and assumes the stance for casting an Ice-Make spell, surprising Gray. She creates a huge garden-like ice sculpture with roses and thorns, Ice-Make: Rosen Krone, which Gray notes is exactly like Ur's Creation Magic.
Ultear pants after casting her Magic, and 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 the way she did, and she yells for him to shut up. Their rolling takes them to a cliff and they fall over the edge towards the sea.
As they fall, Ultear reveals her troubled past. Ultear exclaims that she did everything so that she could change her cursed existence into a life of happiness, and casts her Magic underwater. As it is 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 Magic Power and was burned up with fever. She realizes that when Ur melted at Galuna Island, she became water and flowed into the ocean, and questions whether she's inside her mother. She soon sees other memories of her mother, in which Ur cries after finding out that her daughter is supposedly dead. With Ultear distracted, Gray casts Ice-Make: Gungnir and lands a direct hit on Ultear, with a large pillar of ice with Ultear inside emerging from the water. Gray floats to the surface, and 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, and as she falls, Ultear states that she wanted to go to the Ultimate Magic World 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 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, with Gray replying that he knows, but that he still needs to make himself useful and assist his comrades.
As Fairy Tail 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. She feels reborn anew as she does this. She then 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 admits 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 in after her and rescues her. Meredy declares that she knows about Ultear's sadness and regrets, using her Sensory Link to combine the two girls emotions. Meredy forgives Ultear, 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.
Grand Magic Games arc
After watching Acnologia attack Tenrou Island, Meredy and Ultear manage to reach the main land. Ultear and Meredy decide to break Jellal Fernandes out of prison, and the three fugitive Mages then form their own independent guild, Crime Sorcière, dedicated to driving away the evil in the world caused by Dark Guilds and Zeref. Over the years, the three Mages manage to destroy multiple Dark Guilds.
In the year X791, five days before to the beginning of the Grand Magic Games, Jellal, Ultear and Meredy send a message to the members of Team Natsu via pigeon, inviting them to go to a suspension bridge in the West Woods. When the group arrives, the three members of Crime Sorcière reveal themselves and ask the Fairy Tail Mages to investigate a strange Magical force surrounding the Grand Magic Games. In return, Ultear offers to enhance their Magic Power by using her Arc of Time to evolve their Magical containers, allowing them the ability to tap into their Second Origin. Ultear performs her Magic on Natsu first, and the others shudder, as the spell causes excruciating pain.
The three leave the site later that night after the Fairy Tail Mages have undergone Ultear's treatment. They camp out somewhere, and Ultear and Meredy comment on how bad Jellal's lie about having a fiancée is.
Ultear and Meredy secretly watch the Grand Magic Games after Jellal temporarily leaves them to join Team Fairy Tail B, in the disguise of Mystogan. When Meredy comments on how their last meeting with the guild was pointless, Ultear states that for Erza and Jellal, it was anything but. During the last match of the first day, the two decide to intervene with Jellal's battle with Jura by using Meredy's Sensory Link to knock out Jellal, afraid that he may reveal his identity by using Sema.
During the third day of the games, as Wendy Marvell prepares to fight Chelia Blendy, Jellal, Ultear and Meredy sense Zeref's Magic Power. Jellal orders the two to stay on standby as he heads towards the source of the Magic.
The two continue to monitor the arena for the following day, and once again pick up the scent of the Dark Magic during Natsu's fight against the Twin Dragons of Sabertooth. As the two stare down at the arena, Ultear comments that the presence is like Zeref's, but at the same time it is slightly different. As Jellal runs towards the person responsible for the Magic, Ultear and Meredy telepathically warn him not to let the person escape as he did last time. The two girls later regroup with Jellal, who informs them of recent information he learned. Ultear is astonished at the shared news. As the fifth day of the Grand Magic Games plays out in Crocus, Ultear stands with her two guild members, reasoning with Meredy over the apparent destruction of the country the following day, as Meredy wants to evacuate the citizens; Ultear thinks they will only cause panic. The two are then interrupted by Jellal, who states that they cannot accept future Lucy's words so easily. When Ultear becomes confused by this, Jellal continues, saying that something she told him feels off.
Later, Ultear begins to question future Lucy's words, taking the number of Dragons, the Eclipse and the strange Magic into consideration. Jellal then tells her and Meredy that the future Lucy is being dishonest to them or a different person altogether. She then feels the Magic force along with Jellal and Meredy and informs them that it is being emitted from Crocus. Still calm, Jellal tells her not to fret as he in anything where to happen to future Lucy he believes Natsu and his friends would be more than enough to protect her.
After Fairy Tail obtains victory in the tournament, Ultear noticed Jellal take on a shocked expression, after which he talks about Eclipse being that which they sensed in previous years while this year, they sensed Lucy due to her using it to travel back in time. As Jellal states that if Lucy arrived on the 3rd, there must be someone else whom he encountered, Ultear worriedly asks him what he means, to which he tells her and Meredy someone else from the future came to the present and wonders why they did so. Ultear, Jellal and Meredy decide to go to the castle, as Jellal still cannot figure out what the future unknown individual is after.
Underneath Mercurius, both future Rogue and Natsu Dragneel continue their battle, with the former possessing the advantage. Rogue prepares himself to deliver the final blow until Ultear comes in for the save, with Rogue fleeing from the vicinity. Ultear calls Meredy in to bring the emergency first-aid kit to tend to Natsu's injuries, but with an astonished expression, she notices Natsu slowly enveloping within the shadows. Ultear stays by Natsu's side as she calls out to him. Before Ultear can continue panicking, Natsu regains consciousness and pulls himself out of the shadows before he is fully immersed into them, stating he made a promise to protect the future.
Ultear and Meredy are still worried about Natsu and tell him not to move, however, he crawls towards Future Lucy's body, shaking that she's been killed. Ultear asks about the culprit and Natsu tells her that it was Rogue, coming from the future of 7 years away. She then questions his purpose and Natsu replies that Future Rogue is his enemy as he is the one who hurt Lucy. Ultear then proposes targeting the present Rogue, as killing him would make his future self disappear. Meredy mentions time paradox, explaining that it might not be possible to kill Rogue due to that, however, Ultear disagrees, claiming that it's feasible due to the time flowing erratically. Natsu, however, opposes the plan and states that he will defeat Future Rogue, as the Rogue from present has done nothing wrong. Ultear acknowledges that and promises that she will not lay a finger on Rogue.
However, she later witnesses Rogue battling against his own Shadow. Seeing this and all the destruction around, Ultear makes up her mind and states that killing Rogue, the only cause of everything that's happening right now, is the only way to return everything back to the way it was. A short while later, as Millianna confronts Jellal and Erza, Ultear appears from behind the group, refuting Millianna's claim that Jellal was the one responsible for all the wrongdoings done to her and the other Tower of Heaven Slaves, stating that she was the woman controlling Jellal from the shadows, thereby shifting Millianna's anger unto herself; Jellal demands that Ultear stop talking. Ultear ignores Jellal and continues on, chuckling to herself that that's the kind of woman she truly is, adding that her pretending to be on the side of justice was hopeless, finishing her monologue by proclaiming that she's rotten to the core. Jellal then asks her what happened, to which she replies that nothing occurred. Ultear then states that they shouldn't continue to loiter about, as Motherglare's hatchlings are still roaming Crocus. Before leaving, Ultear addresses Millianna once more, explaining that she was the one who murdered Simon and ordered the Tower of Heaven to be built before telling her that if she continues to feel hatred inside of her, if she survives the current predicament with the Dragons, then she, Ultear, will gladly tackle all of it in its entirety.
Making her way through the rubble and carnage, Ultear thinks back to her earlier words about killing Rogue being the only way to end the present they're experiencing. Ultear then thinks back even further to Natsu's thoughts about killing Rogue: If they kill him, an innocent man, then they will be the ones who have strayed off the path. Sinking to the ground, Ultear solemnly states that that kind of person is the real her. Thinking to herself, in shock, Ultear expresses her disbelief in the deed she was about to perform: The ending of a fellow human being's life. She then thinks that even after everything she's been through that she hasn't changed. Looking up to the sky, Ultear begins to weep, silently expressing her belief in the fact that her sins cannot be wiped away as easily as she had hoped. Ultear then internally states that she no longer has the right to live.
Ultear goes on to reflect upon her past atrocities and notes how Gray's involvement in her life had given her a second chance to atone for her sins, and despite joining Crime Sorcière to repent, she realizes she hadn't changed the slightest from her former self. Recollecting her past, she recalls discovering the spell Last Ages, an Arc of Time spell that supposedly retrieves lost happiness. She continues on to recollecting a discussion with Hades, who had stated that the Magic should never be used, as it comes at a great cost to the user by compensating the rewound time with the user's life. With Ultear responding to Hades that it was not what she wished for at all, she contrarily states that it is now something that she wants.
Contemplating that sacrificing her life is worth returning the world to its original state, Ultear casts the spell in the hopes of rewinding time to before the Eclipse was opened. Horribly burned afterwards, Ultear despairingly discovers that only one minute had been rewound, and lifelessly collapses to the ground, thinking her life was only worth a single minute and that she was unable to save a single life. Unbeknownst to her, her spell had caused everyone in the world to clairvoyantly envision one minute into the future, preventing Gray Fullbuster's death and the tragedies surrounding Droy, Bacchus, and Macao Conbolt. By momentarily predicting their enemies' moves thanks to Ultear's sacrifice, the battling Mages are able to begin their counterattack.
However, Ultear manages to survive the spell, but is greatly aged. She walks up to Jellal and Meredy who are looking for her, and says that she has a letter for them. In the letter, Ultear has written to them that, although she failed and her time is up, they must live and fight to the fullest for her sake too, and make sure that the future is safe and that Zeref is gone, fulfilling Crime Sorcière's purpose. Before they have time to talk to her further, Ultear leaves, and walks by a carriage which, coincidentally, carries the Fairy Tail Mages back to Magnolia. As she walks past them, she thinks that although in her past she always cursed her own existence, she is finally able to feel happy about being alive and forgive herself. As Gray sees and recognizes her, she smiles at him, and then proceeds to bid farewell to all of her beloved friends.
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 Magic World, Arc of Time would allow her to change the sad memories of her childhood into happy ones. Prior to the time-skip, the Arc of Time couldn't directly affect a person.
- Restore (レストア Resutoa): Ultear uses her time Magic to restore 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 (平行世界 Hēkō Sekai): Ultear produces numerous copies of her orbs in the air that all represent "future possibilities" or "parallel worlds" of her orb's path.
- Luminous Minutes: Ultear throws an orb above the target and it reproduces into numerous orbs that charge toward the target like light beams.
- 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, causing them to home in on her enemy in a devastating assault.
- Infinite Sphere: Ultear sends her orb to hit her opponent in the stomach and then produces numerous copies of the orb which assault the enemy from every direction. (Unnamed)
- Second Origin Release: Ultear, after seven years of training, has managed to use the Arc of Time to unlock the "Second Origin" in people. This gives them a massive boost in Magic Power, though the process is extremely painful to most people. (Unnamed)
- Last Ages (ラストエイジス Rasuto Eijisu): A taboo spell which is cast at the cost of Ultear's time. As Ultear's veins drastically bulge, a large amount of Magic Power surrounds her body, ascending into the sky. A bright flash then occurs, signalling the rewinding of time. Upon the spell's completion, Ultear's body becomes horribly burnt. After using it, the users body rapidly ages.
Telekinesis (テレキネシス Terekineshisu): Ultear uses this primarily on her orb. When used together with the Arc of Time, it makes a very effective physical weapon. She mainly uses telekinesis to barrage her opponents with hits from her orb.
Possession Magic: Ultear conjures a ghost like entity, which consumes the users mind and corrupts their thoughts. It was used on Jellal Fernandes to turn him evil and convince him that she was Zeref. (Unnamed)
Ice-Make (氷の造形魔法, アイス メイク, Aisu Meiku): It was revealed that Ultear also possesses Ice-Make Magic exactly like Ur's. She used the said Magic to create plants and flowers out of ice to attack Gray during their battle on Tenrou Island.
- Ice-Make: Rosen Krone (ローゼンクローネ Rōzen Kurōne): Ultear creates giant roses and spiked branches made from ice that surround and bind the opponent. It's very similar to Ur's Ice-Make: Rose Garden.
- Ice-Make: Bloom: Ultear creates several blocks of ice which bloom outwards to attack the target. (Unnamed)
- Ice-Make: Dahlias: Ultear creates giant Dahlia flowers out of ice to shield herself from an 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.
Thought Projection (思念体 Shinentai): As member of the Magic Council, Ultear was required to be able to cast her image across long distances, in order to be able to appear at Council functions in Fiore, without having to leave the Council's headquarters in Era.
Enhanced Strength: Ultear has shown herself to posses great strength, being capable of forcing Gray back with a kick effortlessly. She was also able to send him crashing into a wall after she had grabbed his head with her legs, shattering the wall in the process.
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, 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 her mother, Ur, had to send her to a Magic Research Laboratory to have some of it removed.
Magic Sword: Ultear manipulates energy on her palm and creates a sword made of that energy. Ultear uses her Orb to fight over long distances, but this Magic Sword is useful in close combat. The strength of the sword is currently unknown.
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 that 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 easily be repaired. It's probably a Communication Lacrima crystal, since she was shown using it both when she talked with Jellal and with Hades.
Main article: Jellal Fernandes
Jellal Fernandes was once controlled by Ultear through her Possession Magic. She turned Jellal evil and used him to keep the Magic Council's eyes off of Grimoire Heart. Because of his evil deeds, Jellal was eventually imprisoned.
However, Ultear "turned a new leaf" so to speak, and made it her duty to save Jellal from the prison. After saving him from imprisonment, Ultear, Jellal and Meredy form Crime Sorcière in order to destroy Dark Guilds and Zeref. The two Mages have now become friends and seem to generally care about each other.
Her care for Jellal has shown to grown to her even taking all the blame on what she did to him in the past by telling Erza and later Millianna about how she was the one who took control of his body and forced him to do the things to Millianna and the others, stating she was the one who really killed Simon. Her actions left Jellal shocked by her behavior. Following Ultear's usage of Last Ages, she gave Jellal and Meredy a letter that she has little time left to live and to reminds them of Crime Sorcière's resolve, and wishes for them to continue on strongly into the future, find Zeref, and continue their fight with her spirit at their side. Realizing Ultear sacrificed herself for the future, Jellal mourned her loss while comforting a tearful Meredy.
Main article: Meredy
Meredy was the sole survivor of a town which Ultear destroyed alongside Zancrow and Kain Hikaru. The desperate child approached the three Dark Mages, unaware that she was standing before the culprit of the massacre, and Ultear decided to take her in, noting how she reminded her of herself from a long time before. The girl was thus made a member of Grimoire Heart, and came to see Ultear as a motherly figure without ever realizing what had happened. Ultear returned these feelings, though even Meredy was not allowed to refer to her as "Ul"; a nickname which reminded the Seven Kin of Purgatory's leader of her mother, Ur. Meredy's devotion to the woman was shown to be boundless, with Meredy being obsessed with taking down Gray Fullbuster, the man she thought was responsible for most of the tragic happenings in Ultear's past, and being willing to sacrifice her own life to achieve this goal without hesitation.
The truth about the destruction of Meredy's town is abruptly revealed to her by Zancrow while the girl was being chased by Juvia Lockser with an unconscious Zeref on her shoulder. While initially unwilling to believe such a shocking statement, Meredy eventually confronted her "mother" about it, asking whether that was the truth. Ultear admitted to committing such crime, enraging Meredy, and went on to explain how she wanted to use her Arc of Time Magic in the Ultimate Magic World to create a new, happy life for both herself and Meredy, canceling her past sins. The anger Ultear causes in Meredy with this revelation, however, is turned into horror as the woman stabs herself with a knife and falls into the sea, wanting to make amends for what she's done, telling her "daughter" that one day she'll find happiness and that she loves her. Before Ultear can meet her end, however, Meredy dives in the water and saves her, revealing the Sensory Link she has applied to her to share her emotions. She states that, as the one who raised her, Ultear will be forgiven anything, and then tearfully begs her to continue living with her. The two former Grimoire Heart Mages shed tears of happiness and hug each other in the ocean, having seemingly found a reason to live on.
After the creation of Crime Sorcière, the goal of the two women seem to have been partly achieved, with Meredy being shown smiling sincerely, as noted by Juvia. After reading Ultears letter and how she and Jellal should continue fighting for her sake with her spirit by her side, Meredy, realizing she won't be returning and is gone, could do nothing but cry over her loss while being comforted by Jellal.
Main article: Hades
Hades first met Ultear Milkovich when she was researching facts about Zeref and Dark Guilds he once led during his time. During their first encounter, Hades informs Ultear that when Zeref is resurrected, the Ultimate Magic World would be complete. He tells her about Arc of Time and claims that in the Ultimate Magic World she would be able to use this Magic to go back in time and rewrite history. Soon after, Hades takes Ultear under his wing and teaches her Lost Magic, Arc of Time. After absorbing all of the information and proving herself to be a trust-able and worthy candidate for leading the Seven Kin of Purgatory, Hades makes her their leader.
On the mission for Zeref's resurrection, Ultear manages to manipulate Jellal Fernandes with her Possession Magic while following her master's request as it was a key to resurrecting Zeref. After the events that conjured during Jellal's battle with the Fairy Tail Mages, Ultear is seen secretly talking to Hades about the keys to bring Zeref back to life. During their conversation Hades congratulates Ultear on her hard work and awaits for her back at the Grimoire Heart guild. Ultear then congratulates Hades on getting a step closer to Zeref and states that he is the only one with the power to do so. Some time later, after Ultear returns to the Grimoire Heart Airship, she is seen talking to Hades about the Oración Seis, as she plays with her orb. The two agree that they will not interfere in hope for the destruction of the Fairy Tail guild.
Hades and Ultear then take their plans into action after arriving to Tenrou Island in search for Zeref. However, there it was revealed that Ultear was working for herself and Meredy in trying to obtain Zeref's power the entire time, betraying the one who taught her Magic and guided her during her childhood.
Main article: Gray Fullbuster
Gray and Ultear first met when Ultear found Gray spying on her on Tenrou Island. She spoke of not wanting to fight anymore and wanting to be friends with Gray, saying that they were practically brother and sister due to their relationship with Ultear's mother, Ur. Using this connection, Ultear tries to manipulate Gray into sacrificing himself.
However, Gray sees through Ultear's lies and is instead enraged by her actions, attacking her as soon as possible. During their fight, Gray shows compassion for Ultear, remembering Ur's kind words to him right before she sacrificed herself, proposing himself to seal away Ultear’s darkness. Once Gray defeats Ultear, he shares a story of her mother with her, telling her how much she loved her. He did not go as far as becoming allies with her and still considered her an enemy, but he seemed somewhat apathetic towards this fact; as shown when he left her in the woodland.
After Gray and his friends disappeared for seven years, Gray and Ultear met again, now as allies to Crime Sorcière and not as enemies of Grimoire Heart. Ultear now cares for Gray as seen in how she told Erza to please take care of him. After Gray realized Ultear was the one who saved him from death, Gray cried over her sacrifice over how now her mother and Ultear are responsible for saving him.
Main article: Ur
Ultear is Ur's daughter. When she was younger, Ultear loved her mother. However, at one point, Ultear and her mother were separated because Ur sent her daughter to Bureau of Magical Development because Ultear had too much Magic Power and it was making her sick. When Ur came back to get her daughter, they lied and told her that her daughter was dead and that her body was too mutilated for her to see. In fact, they just wanted to keep Ultear for testing. One day, Ultear escaped and ran back to her mother's home. When she arrived, she saw Gray Fullbuster and Lyon Vastia and she assumed her mother had replaced her. Vowing revenge, Ultear returned to the laboratories and willingly let them continue their experiments on her until she raised her Magic power to an incredible level. She escaped again, however this time destroying the labs with her new found power. At some point, Ultear meet Hades and he convinced her to let him teach her Arc of Time claiming that in the Ultimate Magic World the Magic would be complete and that she would be able to change the past. And so, Ultear spent a lengthy period of time working for Hades trying to go back to a time when she did not hate her mother.
Even though she hated her mother, after learning the truth in her mothers memories about how she always loved Ultear and never abandoned her, Ultear realized how wrong she was about her mother and then became proud to be her daughter, having expressed she's found a new lease on life.
Main article: Zeref
Before Ultear's encounter with Gray Fullbuster, she was obsessed with Zeref and determined to find and reawaken him. And when she found him, she began to cry from happiness, and hugged his unconscious body, claiming that he was hers. Ultear hoped to use Zeref to reach the Ultimate Magic World and complete her Arc of Time which Hades claimed would be able to allow her to change her past.
Appearances in Other Media
The Exciting Ryuzetsu Land
On the night of the third day of the Grand Magic Games, Ultear is seen standing high atop Crocus alongside Meredy, looking out over the city.
Fairy Tail Portable Guild 2
Fairy Tail: Zeref's Awakening
- According to Jellal, Ultear's 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 tiger's or zebra's), while in the anime, it is a long, purple-colored dress without stripes.
- In the manga, Ultear is born practically bald. In the anime however, she is born with a full set of hair.
- In the anime, beginning with Episode 185, Ultear's eyes have been consistently depicted as red.
- (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) "I thought that I would treat my life till now as the 'first stage'. Then after arriving at the Grand World of Magic and completing the Arc of Time I would begin the 'second stage'. I firmly believe that I can let start the life of the 'first stage' again. Therefore, no matter what cruel or unethical tasks, I will do them. Second stage will be my real life." 
- (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..."
- (To herself) "I always cursed my own life. The anxiety, anger and hatred I couldn't suppress. However, when I stopped to look at the sky... I realized just how small I am. There is an endless world spreading before me."
Battles & Events
|Members||Erik • Jellal Fernandes • Macbeth • Meredy • Richard Buchanan • Sawyer|
|Left||Ultear Milkovich • Sorano|
|Deputy Commander||Bluenote Stinger|
|Mages||Kain Hikaru • Kawazu • Rustyrose • Yomazu|
|Seven Kin of Purgatory||Azuma • Caprico/Zoldeo • Kain Hikaru • Meredy • Rustyrose • Ultear Milkovich • Zancrow|
|Defected||Capricorn • Meredy • Ultear Milkovich|
|Deceased||Azuma • Hades (Guild Master) • Zancrow • Zoldeo|
|Members||Draculos Hyberion • Jura Neekis • Warrod Sequen • Wolfheim|
|Former Members||Belno • Crawford Seam • Gran Doma • Hogg • Leiji • Michello • Org • Siegrain • Ultear Milkovich • Yajima • Yuri|
|Former Members||Doranbolt • Eve Tearm • Gajeel Redfox • Lahar • Levy McGarden • Panther Lily|
|Guards||Nadal • Serena|