"It seems you were in luck, Reitei-sama," Zalty smirked, stepping up. Natsu was holding himself up from falling down the hole just as Setsu did, but just barely.

"Just keep the fact that I got hit to yourself," Toby raised a hand, his body entirely burnt from a direct hit of Natsu's flames. "What did you do?" Lyon demanded.

"What indeed?" Zalty answered.

"Don't avoid the question. It was your magic that destroyed the floor!" Lyon growled.

"As expected of Reitei-sama. Nothing gets past your eyes. But, please understand. I cannot afford to lose you until Deliora is resurrected."

Cold wind blasted out of Lyon's body, swirling around the room dangerously, "You're saying I'd lose if I was hit by those flames?" Ice shards broke from the ground, covering the ceilings, walls and floor. "Begone. I will finish him myself. I'm the one and only wizard who can defeat Deliora, Reitei Lyon. To even imply that I would have trouble with a brat like him is insulting."

"Oh my…" Zalty smirked.

"Defeat Deliora?" Natsu echoed.


A certain green-haired girl burst from the rubble, choking for air.

A burning pain erupted from the back of her skull, and the girl cursed, reaching to touch the spot. Her fingers met with a warm liquid, and she groaned, "Great. My head is split open." She stood up, brushing off the rubble on her body.

Setsu glanced up at the hole she had fell from, frowning. "Fucking bastards. Don't interfere in a proper fight between two wizards, don't they know that it's rude?"

She had no means of getting back up there, so the gold-eyed girl decided to explore the cave she had fell in. It was the same cave they had been in the previous day, the cave which held Deliora. Just hearing the name sent shivers up her spine.

I want to play with Deliora!

When you come out, Na Na. I'm too scared to face that thing.

She was answered by a childish laugh that rang at the back of her mind. She stepped carefully around the rubble and the small crate she had created from her fall, and with a huff and a small jump over a particularly large piece of rock, she got out of the mess.

Glancing around, she noticed two passageways before her. Both looked identical, and Setsu sighed. "Damn it. I never was good at directions."

Take the left one! I think that one's more fun!

Right it is, then.


"But, it's like, already half defeated, right? So you want to break it out of the ice on purpose, just to fight it?" Natsu scoffed, "That's pretty whacked out there, buddy."

"It's all to surpass Ul. So I can continue to dream!"

Dozens of ice birds flew out of the magic circle that appeared out of his palm, flying directly at Natsu. The Dragon Slyer calmly somersaulted out of the way. As another ice attack came towards him, he leaped out of the way, "Then why don't you just challenge Ul directly?"

"You didn't hear? Ul's already dead!"

Natsu jolted.

-Flashback-

"The demon who Ul, the wizard who taught me magic, risked her life to seal away!" Gray said, his gaze locked onto the frozen demon.

-End of Flashback-

"So she ended up dying?"

"That's right. And it was Gray's fault," Lyon growled, holding out his palm. With a cry he thrust it forward, but no magic circle appeared in front of his palm, nor any ice attacks. That was when Natsu felt something behind him.

He turned, an ice bird heading straight at his face. It collided with him, hard. Natsu only had time to hold out his arms in front of his face as a defense, and as the smoke cleared, he glared straight at Lyon, his arms still stinging from the sharp impact, "I don't know what happened in the past, but what you're doing now is making a lot of people suffer," Natsu growled, "I'm gonna make you open your eyes!"

A ball of fire ignited around his left fist, "With my flames!"


"Defeat Deliora? That's his goal?" Lucy asked. The three were running through the forest in search of the temple ruins, with Happy flying high above their heads.

"Lyon's aim has always been to surpass Ul. Now with Ul gone, he wants to defeat Deliora, a foe that Ul couldn't kill, in order to surpass her," Gray answered, his head lowered.

"I see. So that's the only way for him to surpass someone who's already dead," Lucy nodded.

"Aye."

"No…He…Lyon doesn't know." Lucy made a sound of confusion, as Gray turned to face them, "It's true that Ul is no longer with us."

"But…Ul is still alive."


Setsu let out a sigh. She had no idea where she was, and no matter which way she went, she ended up in a place identical to the place she had been in moments ago.

She had gone on like that for an hour, hoping that she would find a exit somewhere, but no. It was as if she was going round and round in circles.

Ne, ne, Setsuuuuu…

What is it?

Go to the right! I think there's a toy there!

Setsu paused. She had been taking directions opposite from what Na Na told her to take, because she didn't really want to face one of Na Na's 'toys' in her condition. How could she fight someone now with blood streaming out of her head? But she was lost, and like hell was she going to continue going on like that for the rest of the day.

Right it is.


She had never felt so humiliated in her life.

Just by listening to Na Na's directions once, just once, and she had found herself standing in front of the frozen Deliora. She should have listened to her earlier. Setsu glanced around. There was another passageway on the opposite end, one that she remembered led to the staircase to the temple ruins.

Shoving her hands behind her back, she walked forward with a childish huff. She knew she was bad at directions, but she didn't think it was this bad. She continued to walk, blushing slightly in embarrassment.

Ne, ne, Setsu…It's the other passageway.

The other passageway? Don't be silly, Na Na. I know where I'm going.

And in front of her, where she expected to be a staircase leading to the temple ruins, was another open space with two passageways in front of her to choose.

Oh, you've got to be kidding me.


"What do you mean?" Erza asked. Gray lowered his head in response, a frown creeping up his face. His eyes glazed over as he started, "Ten years ago, the city where I lived in was attacked by Deliora. It didn't even take a day for it to be destroyed."

-Flashback-

Ul walked forward, her eyes inspecting the destroyed city.A white-haired boy followed silently behind her, his jaw slackened with horror and shock. Buildings were shredded, the entire floor covered by grey dust, rubble, glass, wood and what could be human remains.

"Deliora…" she stopped, her brow furrowing, "I'd heard the rumors, but I'd never imagined…"

A certain dark-haired boy groaned. A large piece of cement was pressed down on his small body, hindering his movement. His throat burned, his mouth felt dry. His memories were a blur, the pain of the rubble crushing him making him whimper lightly in his half-unconscious state.

"Lyon! Come over here! We've got a survivor!" Ul called.

Gray could barely register the foreign voice. But the next thing he knew, the rubble was lifted off of his bruises body, and a boy's voice rang in his ears, making his head pound, "Hey! Are you alright?"

Gray peeled his eyes open, his vision blurry. A boy's face stared down at him in worry, and another woman stood behind him, her dark eyes locked onto him as well.


"I was saved by Ul and Lyon who just happened to pass by," Gray stated.


A piece of barren land covered by heaps of dirt marked by broken planks of wood signified a single person's grave. The young Gray kneeled before his parents' grave, his head lowered as he placed a single flower before it.

"Deliora…" he grit his teeth as uncontrollable tears streamed down his bruised cheeks, "I won't forgive you…"

"Deliora… One day, I'll…"

The boy trailed off, unable to contain his sobs as he broke down, mourning for his parents' deaths.


"And for me, that was how it all started."


Young Gray panted, his arms resting on his knees as he struggled to catch his breath. Fogs of smoke came out of his mouth, the cold winter air knocking against his body, threatening to push him down.

"Gray…Can you keep up?" Ul asked, her back turned towards him. "My training is harsh," she smiled, turning to face him. Gray kept silent for a while, still trying to catch his breath. He raised his head, his gaze determined, "You bet! I'll do anything! As long as I can get the power to defeat Deliora, I'd do anything!"

"Sheesh," Lyon huffed.

"Okay then, let's start," Ul smiled.

"Sure, I'm ready for you anytime," Gray replied, his gaze determined. But that gaze was swayed immediately as he let out a cry of shock, backing away. For before him, his teacher had begun to remove her clothes, standing upright clad in only her bra and underwear.

"W-What are you doing?!"

"Off with the clothes, now," Ul smirked.

"You've got to be kidding me!" Gray flailed around comically, "You think I'd strip in this weather?! Isn't that right, Lyon?" He turned to face his fellow classmate, and his jaw dropped. The white-haired boy had his arms crossed over his bare chest, dressed only in his underwear as he smiled at Gray.

"Not you, too?!"

"Just hurry up and strip!" Lyon laughed, "You want power, right?"

Gray pouted, "Fine, I got it already! I'll strip! All I got to do is strip, right?!" Ul laughed as Gray began to remove his clothes, "That'll do. If you're going to control the cold, then you need to become one with the cold. Everything starts from there."

The two boys stood side by side, both trembling violently. Lyon had his arms crossed over his chest despite his trembling, as he pretended that he was perfectly fine, "I'm t-totally used to it already!"

Gray frowned, rubbing his hands over his arms as he crouched over, his teeth chattering, "…h-he says while shivering…"

Ul ignored them, turning around, "Time to run, boys!"

"Hey, teach us magic!" Gray cried as he followed after her in the snow.

"Stop complaining and start running! See, I'm doing basics too!" Lyon laughed.


Gray was pretty sure he was going to go crazy. They ran every single day for miles and miles, in the icy weather dressed in only their underwear. They were forced to take baths in ice water, forced to sleep in the cold.

He was surprised his toes hadn't fallen off.


"Listen. Among the many magics, Creation Magic is the magic with the greatest freedom… Each individual's creation magic is unique."

"Devote yourself."

"And search out your own form..."


"Hey, don't you have an extra student there?" the waitress asked Ul, who sat at the fruit stall munching on an apple. "His name's Gray. He's a rebel and quite the handful."

The two boys sat a distance away from their teacher silently, unable to hear the conversation.

"And the other one is named Lyon, right? Both of them seem like they'll be hunks in the future," the waitress commented.

"Really?" Ul asked sarcastically.

"Hey, when they grow up, let me have one, 'kay?" the girl giggled.

"Take both of 'em. Their constant noise is driving me nuts."

"You look like you've got children, so no man would come near you," the waitress pointed out. "I don't need any love advice, thanks," Ul laughed, passing a handful of bills over. The waitress handed her a paper bag full of fresh fruits with a soft smile, "You're not getting any younger, Ul… Shouldn't you be thinking about your own happiness a bit?"

"Yeah, yeah…"


"Hey, Gray," Lyon smiled. The two boys were waiting for Ul to get the groceries from the fruit stall. "How long more do you think it'll take for us to get better than Ul?"

"I don't care," Gray replied monotonously, his hands shoved in his pockets.

"Ul's my goal!" Lyon said, looking up at the winter sky, "My dream is to beat her one day."

"No matter how many times you tell me that, my answer would be the same: I don't care."

"You're so dark," Lyon commented.

"And you're too cheerful. You keep blabbing on about Ul all the time."

"Ul told me that the reason she accepted you as her pupil was because you were trapped in darkness."

"After seeing what I saw, how could I not be?"

"She said she wanted to drive away the darkness," Lyon smiled.

"I'll do that myself. With my own hands…" Gray clenched his fist, "As long… As long as I defeat Deliora, that's good enough for me. The minute I get the power, I'll say sayonara to that ice queen."

He was interrupted by a hard fist drilling at the top of his skull. He let out a cry of pain, pulling away from his attacker. "What did you call your teacher?!" Ul growled, her fist raised and an irk mark at the side of her forehead.

"Sorry…"


Gray walked silently beside Ul, his hands shoved in his pockets. "When are you going to teach me some powerful magic?"

"I already did."

"How is Creation Magic strong? It's no use at all." Ul stopped mid-walk at his words. She turned to face him, her eyes narrowed and stern.

At her stern gaze, Gray looked away instinctively. "Look here." When Gray still refused to look at her, she raised her voice slightly, "Gray!"

When the young boy finally turned his head to look at her, she said, "I told you, remember? Creation Magic is the magic with the greatest freedom. When you find your own form, it can be as powerful as you want."

"You're just saying the same old stuff," Gray huffed.

"WHY ARE YOU STRIPPING HERE?!" Ul screamed. Sure enough, the young boy had stripped down to his underwear, his clothes lying in a heap on the ground beside him. Gray startled at her words, looking down at his bare body with a cry of shock, as if he himself had not noticed his actions.

"I-It's all your fault I have this weird habit!" Gray accused. "It's my fault?!" Ul snapped, punching him and sending him flying off into the air. A group of people had now formed around the group, laughing at them.

Ul blushed, holding up the still half-naked and half-unconscious Gray by his neck. "L-Let's go home."

"'Kay…" was Gray's weak reply.


"Wow, that was embarrassing," Ul sighed as they walked through the snowy mountain on their way back home. "Hilarious…" Lyon giggled.

"Shut up, pointy eyes," Gray snapped.

"You shut up, droopy eyes," Lyon countered. That was when a carriage containing several men, pulled by a purple boar, came into view. The three payed no attention to them as they passed by. But that was until Gray heard their conversation.

"So, did you hear about Deliora?"

"Yeah. They say that it's moved to the Northern Continent. Somewhere around Brago, I hear."

"Really? Then peace has returned to Isvan?"

Gray dropped the bag of groceries he was holding, his head lowered. Ul and Lyon stopped in their tracks as well, not having heard the men's conversation, glancing at Gray in confusion. "Gray?"

"…Deliora is at…Brago?"


"Stop this! There's no way you can win against Deliora!" Ul shouted over the snow storm as the young Gray stepped forward despite the harsh weather. "It's impossible for you, Gray!"

Gray stopped, his voice low, "Shut up. You think you can understand?" He turned to face them, his pupils dilated in pure hate and desire for revenge, "I'm going to avenge my parents. You got a problem with that?!"

"You leave, and you're expelled."

"Yeah, sounds good to me," Gray scoffed, turning back to continue walking, "If I die, then I'll haunt you for not teaching me more powerful magic."

-End of Flashback-


Lucy tilted her head in confusion, following the direction the ruins were tilted in as they stared at it. "Huh? The ruins…are tilted?"

"What happened?" Happy asked.

"Natsu and Setsu, I bet," Gray sighed.

"Yeah," Erza agreed.

"Not sure how they did it, but only Natsu would do something nuts like that," Gray pointed out, "It doesn't really matter whether they did it on purpose or not. Now the light of the moon won't land on Deliora."

"Who knew that Natsu's tendency for destruction could actually come in handy?" Lucy asked, craning her head back to stop it from tilting. Happy replied, trying futilely to crank his head straight, "I knew. It was foreshadowed."

Lucy let out a cry of shock as the cat's head finally snapped, tilting over to the other side. That was when Erza turned, her gaze sharp, "Watch out!"

She punched Lucy and Happy out of the way as she and Gray jumped, successfully dodging a dozen shuriken aimed straight at the places they had been standing at before. "Who's there?!"

A group of cloaked people, all dressed in purple cloaks and faces covered by what seemed like paper bags, stood in front of them. Gray recognized them as the people who were at the top of the ruins the previous night, performing the ritual to revive Deliora.

"We've found you, Fairy Tail!" one shouted.

"We won't allow you to interfere with Reitei-sama!"

"These guys…" Gray growled. "Lyon's followers?!"

"We're surrounded!" Lucy cried. Sure enough, both ends of the path were blocked by an equal number of cloaked men.

"Leave them to me," Erza stated, raising her palm. A red magic circle appeared in front of it, and she drew a single sword from it. "Erza?"

"Go, Gray. Finish up with Lyon."

Gray stood, slightly stunned, before giving her a determined nod. Lucy smiled, pulling out her whip, "Don't worry, we're here too, so just go!"

"Aye!"

"You guys…" Gray grinned.

He still doesn't know that Ul is still alive, Gray thought as he ran straight towards the ruins.

The only one who can stop him…is me!

-Flashback-

Deliora let out a deafening roar, it's body shaking as a beam of light shot out from its open jaws, straight towards another part of the village. It erupted into flames, the explosion so deafening, the sound intermingled with screams of grief, terror and pain.

Dead bodies decorated the ground, some too deformed to be recognized. Houses and buildings were now mere splinters, the entire village engulfed in flames. Ul stood just a distance away from the demon, her stance firm, "Ice Make: Rose Garden!"

Large blocks of ice, in the form of roses, erupted from her palm, covering the distance between her and Deliora, freezing the demon all the way up to its neck in ice. The demon let out another roar, trying to break free of the restraints. It shot another beam straight at Ul, making her leap out of the way.

It shook slightly, and the ice restraining it shattered immediately, the ice shards littering the ground around it. "Damn…" Ul cursed, slumping over, "I didn't think it'd be this strong…"

She turned over, glancing at the two boys who lay unconscious on the rubble. Gray let out a groan, peeling his eyes open as he struggled to get up. His head shot up, his eyes darting around in panic as he tried to locate the demon. Tears formed around his eyes, his eyes wide with utter terror as he saw it destroying another part of the village.

Ul stepped forward, picking him up gently. She pulled him into an embrace, wrapping her arms around his weak body, "It'll be fine. Everything'll be fine now."

She pulled away, Gray staring up at her with wide eyes, "Ul…Why?"

"No questions. Just take Lyon away from here. It's harder to fight when I have to protect you, too." Gray turned to face the white-haired boy who still lay unconscious just beside him. "Lyon…"

"He's out for the count," Ul sighed.

Gray ran over to the unconscious boy. He slung one of Lyon's arms around his shoulder, heaving him up. "Deliora…" Gray cursed, "I wasn't…able to do anything…"

"Hurry up and go."

"Ul, why did you come? I thought I was expelled…"

Ul stopped, "A good friend of mine told me that I should start thinking about my own happiness. But I don't remember being all that unhappy. Isn't that right?"

She turned to face him, her gaze soft and loving, "With my two bright students growing day by day… Every day on an adventure… That's all the happiness I need."

Gray stared at her, his eyes wide, on the brink of tears. "I came here to take back that happiness," Ul continued. "Ul… your leg…" Gray trailed off. For where there was supposed to be her leg, was now replaced by one made of ice, "Oh, this? I lost it, but it's no big deal. Creation Magic is pretty amazing, don't you think?"

Tears now streamed down Gray's cheeks, his teeth gritted. "If that monster is your darkness," Ul smiled, "Then I have a reason to fight it. Go…I'll defeat it."

"Don't… I won't let you! This is all my fault!"

"It's no one's fault. This is just a hurdle to take back my happiness."

"Ul…" a new voice sounded. Lyon broke free of Gray's hold, stumbling on his feet. "You're awake, Lyon? You and Gray -"

"You're really going to do it?" Lyon asked, his voice disbelieving. He stumbled towards her, his eyes wide, "Happiness? What are you talking about?"

"Lyon…" Gray reached out towards him.

"SHUT UP!" Lyon roared. "Ul, you're the strongest wizard there is… There's no way you'd lose to some monster, right?"

"Lyon, I've told you before," Ul sighed, "There's always someone better."

"That can't be true…"

"There are tons of wizards stronger than me in the countries to the west."

"That's not true…" Lyon repeated, a trembling smile creeping up his face, as if he was believing everything to be a sick joke. "You're the strongest, Ul… If you're not then… why'd I go through all that training?"

Ul smiled softly, "After you surpass me, then you should just find a new goal."

"I became your pupil because I thought you were the strongest! Don't you dare lose to that monster!"

"DON'T BETRAY ME!" he roared.

"Lyon…"

The boy broke out into a run, heading straight for Deliora. "If you're not gonna be serious, then I'll do it!"

He stopped just a little away from Deliora. He took a stance, his small body trembling with rage. He brought his arms together, crossing them in front of him in an 'X' form.

Ul jolted, "That pose… Where did you learn that?!"

"Where, you ask?" Lyon echoed. A giant magic circle appeared underneath his feet, "Because you wouldn't teach me any powerful magic, I had to read the spell books in your storehouse!"

He grinned crazily, "Why'd you hide such powerful magic from me?"

"Iced Shell…Lyon, did you read that book to the end?! The people who use that magic…" Deliora let out a roar just then, turning to face the three, "It noticed us…" Ul cursed.

"No magic would work against Deliora…" Lyon chuckled, "In that case, I'll use this magic to trap you for eternity in ice!" But he was stopped, when a bright light shone behind him, freezing his entire body in ice.

Ul had her palm still stretched out from delivering the attack, "I can't let you use that magic."

"Ul, why did you -" Gray stuttered.

"He can't use Iced Shell. The people who use it destroy their own bodies," she stepped forward to face Deliora, "But it's true that it is the only thing that can stop this thing. I can't believe Lyon would think of trying the same thing I was going to do."

"Was trying to do…?" Gray echoed. Ul's aura erupted around her, in the form of a white flame as she walked forward, "That's a discipline for you…"

"Ul!"

"Step back."

She stopped, taking on the same stance Lyon had taken on just a few moments ago. With a cry, she crossed her hands in front of her, magical power bursting out in large amounts, causing the ground underneath her to crack. Magical circles formed around Deliora's large body.

"I won't let you get near my pupils! This is the end for you, monster!" she roared. "ULTIMATE FREEZE: ICED SHELL!"

She was engulfed in a bright light, before her body was destroyed, taking on the forms of several balls of magical power, darting straight for the demon. The magic circles surrounding Deliora closed, and a loud crash resounded, so utterly deafening. Ul's face cracked, and Gray, finally finding his voice, screamed, his voice full of pain and terror, "UL!"

"I told you. This magic destroys the body," her voice sounded calm, as if she was not destroying her body right then and there. "It's magic that turns one's body to ice…for eternity."

"Gray…I have a favor to ask you. Tell Lyon I died. If he knew that I became the ice, he'd probably spend his entire life trying to undo the spell. If he did that, that'd defeat the purpose."

"STOP IT!" Gray screamed.

"I want Lyon to see more of the world… And you too, Gray…"

"I'm begging you…" Gray kneeled in front of her, tears streaming down his face, "Stop! Please, I'll do whatever you say from now on!"

"Don't be sad…I'll…live on. I'll live on as the ice for all eternity. Go forth…to your future."

"I will seal your darkness."

And she was gone.


"Ul gave her life to drive away my days of darkness. 'Go forth…to your future'. With those words in mind, I decided to start on a new path. However…"


Lyon sat up, his hand flying up to his pounding head. "Damn that Ul…" He opened his eyes, finally noticing the frozen demon that stood before him.

"Deliora is…" he trailed off, turning to face Gray, who sat silently, his knees against his chest. "Iced Shell, right? Ul did it? Ul… What happened to Ul?"

Gray didn't respond, his small body wrecking with his sobs.

"Gray!"

"S-She's dead."

"Eh?" Lyon stopped, his arms falling to his sides limply, "You're lying…"

"YOU'RE LYING!" Lyon roared, charging towards Gray and tackling him down to the floor. "YOU BASTARD! WHAT ABOUT MY DREAM?! HOW AM I SUPPOSED TO SURPASS UL NOW?! EH?!"

He gripped gray's collar, shaking him back and forth violently, tears of rage, of grief streaming down his cheeks. "S-Sorry…" Gray finally managed to get out through his sobs.

"SORRY?! SCREW YOU! IF IT WEREN'T FOR YOU…" Lyon trailed off, finally letting go of Gray's collar, "If you hadn't challenged Deliora…"

Lyon stood up, his head lowered. His features were obscured from view , before he looked up, the tears now gone. His eyes were wide, his aura radiating hate and anger.

"This is your fault, Gray."

"You killed Ul."