A/N: Well everyone, I am officially graduated and unemployed! Y'all know what that means? More time to write! So here's another chapter for ya! Hope you like it and please review!

Chapter 35: Sea Monsters and Dragons

Ultear Milkovich floated out of the conch shell rock, pushing aside some purple plants to get a better look at him. The last time Gray had seen her, she had been transformed into an aged grandmother, an affect of a spell she had used to save not only his life, but countless others during the dragons' attack. But now she was back to her youthful self, her alabaster skin smooth and unwrinkled, her ebony hair flowing in the light current of the water. She still wore the thick white ribbon she had used to keep her hair back, and her mermaid tail was deep navy, much like the clothes she had worn before. A bra made of large white shells tied together with black seaweed covered her top half, and a large spiral shell hung from a black chord around her neck.

She was the one Gray had come for. Of course she was. He just had to get her to the surface, and everything would be okay. Nothing else mattered.

Her eyes met Gray's, and she smiled. "You have finally come for me," she said, her voice echoing through the watery cave.

"Of course I did," Gray said mindlessly. "Ursula captured you. I came to rescue you."

Ultear nodded, swimming up to Gray and holding out her hands. Gray took them. His mission was a success. Now they could go home.

"Ursula and her pet eels left a little bit ago," Ultear informed him. "We better get out of here before they return."

"Yes," Gray agreed, but he hesitated. He was looking at the necklace around her neck. It was familiar, tugging on something at the back of his mind. There was something important that he needed to remember.

"Gray?" Ultear called his attention back. "We need to get going."

Gray nodded his head slowly. "Of course," he said, turning to head back to the mouth of the cave. "Let's…"

But again, he paused. An image had just flashed in his mind. A girl with pale skin, curly blue hair, and bright blue eyes. A voice echoed in his mind. A kind, cheery voice. A voice that he loved. "Gray-sama!"

Something shook Gray's heart so forcefully, he pressed a hand to his chest with a gasp. His thoughts became muddled, like murky water. He turned back to Ultear, and for a split second, he saw the image of a wrinkled old woman laid over her features. Something is wrong. She shouldn't be here. She isn't the one I came looking for.

"Gray." Ultear raised her hand to his face, gently stroking his cheek. "Let's go home, my darling. I love you."

I love you, too. The words came to his mind, tried to escape his lips, but he choked on them, something keeping them from coming out.

Gray-sama.

The girl with blue hair appeared in his mind again. She was surrounded by the sea, and in her hands she was holding the very shell that was now around Ultear's neck.

Ultear pulled Gray's face down toward hers, her lips parted and eyes closing. Gray didn't know what he was doing, what was compelling him or why. Something flickered next to him, and he looked out of the corner of his eye to see the mirror at the vanity across the cavern. He could see himself reflected there, but beside him wasn't Ultear. It was a plump woman with purple skin and black tentacles instead of a mermaid tail.

Ursula!

Gray grabbed the shell necklace and yanked on it, and at last, the chord broke. Shoving Ultear away, he whipped his arm around, smashing the shell against and cave wall. It shattered, two orbs of golden light floating from the shards and shooting out of sight. Gray felt something over his mind release, and his thoughts were suddenly crystal clear.

"No!" Ultear screamed, her voice suddenly low and rough, completely different from her earlier tambre.

Gray dove down to the bottom of the cave and picked up his spear, turning to point it at her. "You're not Ultear," he snarled, eyes flashing. "Ultear is gone. I came here for Juvia. I love Juvia!"

I love Juvia.

Ultear growled, her face twisted in an ugly expression. Her tail suddenly darkened and split, becoming large tentacles. Her skin turned purple and appeared to boil as her slim figure grew plump. Her hair seemed to shoot back into her skull as it turned short and white, and her eyes went from brown to dark purple.

"Well, aren't you a clever little prince," Ursula sneered. Gray retreated further back into the cavern as Ursula's tentacles reached out for him. Something hit him in the back, and two blurs of green suddenly wrapped around him, long thin bodies constricting his arms like snakes. It was the two eels that had first kidnapped Juvia back in Hargeon. One of them snatched Gray's spear from his hand, tossing it toward the Sea Witch before wrapping itself around the end of Gray's tail, keeping him from swimming away.

"Good job, my pets," she crooned, twirling the spear in her fingers as she drifted down to the bottom of the cavern. Her tentacles slithered across the floor as she approached the trapped and struggling merman, an evil glint in her eyes. "It was a simple potion to dress them up as the innocent little fishies that brought you right to me. It's a shame. I had hoped maybe I could win you over. Imagine the look on the little mermaid's face if you had rescued me and forgotten about her! It would have at least been fun to stall you until sunset. Oh, well. She'll still be devastated when her prince never comes for her. She won't know of your efforts to rescue her. You'll just die here, and she'll assume you didn't bother trying!"

Ursula cackled wickedly as she jabbed the point of the spear into Gray's chin, not drawing blood, but making the intention clear. "And to think you just realized your feelings for the foolish girl! That's another thing she will never know while your corpse becomes fertilizer for my garden of unfortunate souls! So much for true love!"

Gray struggled fruitlessly against the strong grip of the eels, who were chuckling softly as Ursula pointed the weapon straight at his chest. Memories of Juvia were flashing through him mind. The day he met her during the battle with Phantom Lord. How she had saved him when Erza had been kidnapped by her old Tower of Heaven friends. He remembered her joining the guild. The float they had in the Fantasia parade. How they had joined their magic together when Natsu had been trapped in Daphne's dragonoid. He remembered protecting her on Tenrou Island and holding her hand during Acnologia's attack. He remembered spending time with her in Crocus, fighting against Lyon and Chelia with her in the Grand Magic Games, dying for her during the Dragon Apocalypse. He remembered her comforting words upon their return to Magnolia, and lastly, he remembered hunting for seashells in Hargeon on the fateful day she was taken from him.

I lost her once. I'm not going to lose her again!

"So long, Lover Boy," Ursula cried, bringing her weapon down. Juvia's smile again appeared in his mind. I love you, Gray-sama!

Something awoke in him, and Gray reacted instinctively. Even with his arms constricted, he was still able to bring his fist to his palm. The temperature around them suddenly plummeted, and the water around his hands began to crystallize. Could it be?

"Ice Make: Shield!"

He opened his fist, and the temperature of the water around him immediately turned frigid. A lotus-like shield blossomed from his fist and spread throughout the space in front of him. It caught the shaft of the spear, stopping its progress with the tip a mere inch from Gray's chest.

"What?!" Ursula shrieked. "Magic? You're not supposed to have that!"

Gray wasn't about to waste time wondering how it was possible. Magical power surged through him, the dam that had held it back broken, pouring strength into each of his muscles and limbs. He took advantage of his assailants' surprise to shake his tail free of the eel's grip. He slammed his tail against his shield and expelled a burst of magic, causing the ice to shatter outward. The water slowed the progress of the shards hitting Ursula; on land, she would have been ripped to ribbons. But the ice still did their job of forcing Ursula back with an enraged cry, raising her pudgy arms to shield her face.

"Ice Make: Seven Slice Dance!" Gray roared, covering one of his forearms in ice while another icy shard extended back from his elbow, impaling the eel wrapped around his arms and chest. The eel hissed in pain and released him, and Gray spun, the water swirling like a whirlpool around him, slicing through Flotsam and Jetsam until there was nothing left but chum scraps.

"Babies!" Ursula wailed. "My poor little poopsies!"

Gray turned to Ursula, his arms braced with his fist in his palm, icy power seeping from his hands in a white fog. There were red rings in Ursula's eyes as she glared at him, and suddenly, the water around her tentacles began to turn black. Ink seeped into the water, obscuring her from his vision and quickly filling the whole cavern. The water turned slimy and thick, causing Gray to choke. He couldn't see her, and she still held his spear. But at least she couldn't see-

Gray roared in pain as something sliced through his side. She had somehow found him. It was a flesh wound rather than running him completely through, but it still hurt. One hand clutching his side, he reached out with his other for the weapon, but it was already out of his reach. Ursula's wicked laughter filled the black cave around him, echoing so that he could not tell where she was.

"You pitiful, insignificant fool!" she cackled. "You think you can defeat me in my own domain? You are far from your magical fairy land, little prince!"

Something long and rubber smacked against his back. Gray was thrown forward into a cave wall, the impact leaving him dazed. He grasped the wall with his fingers and began swimming up to the ceiling, remembering Ursula had been on the floor. He had do something, but he had to be careful as well. He had used his magic underwater before, but there were dangers to it. He didn't want to wind up frozen in an iceberg of his own creation. He couldn't just throw ice around willy-nilly either; in the enclosed space, there was no telling what could rebound and hit him instead of the witch.

He cracked the top of his head against something, but it didn't feel like the ceiling. He reached up and realized it was the cabinet he had investigated – and left open. He quickly grabbed a vial and threw it as hard as he could behind him, hoping it was serve some form of distraction. To his surprise, the vial exploded in a burst of yellow light, and looking around, he realized the vial had landed in the cauldron. As the light shone out of its depths, the inky water began to clear, and he spotted Ursula at the other end of the cave.

"There you are!" she yelled as she saw him, tentacles writhing as she swam up toward him. She pulled back the spear and chucked it at Gray, piercing his chest… and causing his ice form to shatter.

"What?!" Ursula shrieked. As his frozen clone melted away, the real Gray swam out from behind Ursula's conch shell bed, a giant bow and arrow made of ice drawn and ready.

"This is for Juvia," he growled as the Sea Witch whirled around. "Ice Make: Arrow!"

He shot the arrow, and his aim proved to be just as good as Ursula's. The arrow pierced through her, and she let out a choked scream, hunching over her impaled abdomen. The water became charged as electricity raced through her and black smoke billowed from her dying body, once again filling the cave with darkness. Gray raised his arms over his eyes and waited for it to clear. Once it had, there was nothing left of the Sea Witch except the pair of sea shell earrings she had worn lying on the cave floor.

"Deaths in fairy tales are weird," he muttered.

A rushing sound came from the cave entrance, and he turned to see the cursed plants from before sprouting from the ground, turning into dozens of merpeople. They all gave celebratory cries of relief and joy as they rushed out of the cave. Gray hurried after them, calling Juvia's name, but none of them turned around, and they were gone before he had even left the main cavern. Juvia was not among them.

But if she wasn't one of those plants… then where is she?

Gray suddenly remembered his earlier declaration to Ursula. I came here for Juvia. I love Juvia!

Even though no one was in the room with him, he felt a blush crawl up his neck. Where had that declaration come from, anyway? When had he decided that? Then again… maybe it wasn't about making a decision. It was just a matter of him acting on what he had always known, but never let himself admit. What was it he had told Lyon? That he hadn't wanted to admit his love because those he loved tended to get hurt?

So much for that, he thought with a sigh. Now that he said it, he knew that he meant it. And he had to own up to it. He had to find Juvia and rescue her. True Love's Kiss… maybe, just this once, his feelings would be enough to save someone he cared about. If he could just get to her in time… but how to find her…

Gray suddenly noticed strange shadows being thrown across the wall behind him, and turned to the cauldron. The golden lights that had come out of the shell Gray had broken were still there, hovering over the swirling, colored liquid. As Gray approached, the space above the cauldron also began to glow, and an image came into view in its light.

"Juvia!"

It truly was Juvia, her blue hair swirling around her beautiful, despondent face, her eyes downcast. She still had her blue mermaid tail and torn dress. She seemed to be sitting on a rock, playing with her fingers. As he watched, a tear rolled down her cheek.

Juvia…

The golden lights suddenly began to hum. It was the same melody that had put Gray under Ursula's spell, and he immediately went on his guard, but nothing happened. The singing suddenly started sounding familiar, which had been what had captivated him at the start.

That sounds like Juvia's voice…

The golden lights suddenly shot out of the cavern, down the tunnel that lead out to the open ocean. Not entirely knowing why, Gray swum out after them, following their haunting melody. If he remembered the story correctly, Ursula had taken the little mermaid's voice as payment for giving her legs. If those lights were supposed to be Juvia's voice, there could only be one place they were going.

Back to the one to whom the voice belonged.

"This way, Prince Dragneel! We're almost out!"

Natsu growled in frustration, his eyes straining to see Graham the Huntsman's shadow ahead of him. The forest was pitch black except for the light of the fairies and the lightning striking all around. He could smell smoke from somewhere in the dense forest; had Maleficent unwittingly set the trees on fire? Or was she trying to smoke him out?

"There!" Graham said as Natsu was smacked in the face with moonlight. "There's the exit!"

The two horseman had reached a narrow path that went through a gap in the trees. Through that gap, Natsu saw that the path widened into a cobblestone road that lead through rolling hills right up to the castle ahead. The castle was much larger now that they were closer, and Natsu felt a leap of hope in his chest. Lucy!

The two men raced out of the forest, making a beeline for the castle. But now they were out in the open. Natsu glanced behind him at the mountain where Maleficent resided, and he was alarmed to see black clouds swirling around its topmost tower.

"Forest of thorns shall be his tomb," a powerful voice suddenly echoed around them, "borne through the sky on a fog of doom! Now go with a curse and serve me well! 'Round Jude's castle, cast my spell!"

The dark clouds flowed across the sky in a stream of swirling black and purple and green, directly over Natsu's head until it coiled in the air over the castle. Lightning rained down from those clouds around the castle, and everywhere it struck, the ground burst open and bushes of thorns erupted from it, obscuring the path to the castle for miles around it. The thorny branches were thick as trees and as tall as ten feet. And Natsu and Graham were running full speed right into it.

"Not more thorns!" Natsu roared as they were encompassed by the thorns. Happy reared up on his back legs, kicking and screaming as the thorns dug into his fur. Natsu could feel them pulling and ripping through his shirt and breeches, scraping his skin. He felt like he had galloped into a paper shredder. Maleficent's wicked laughter echoed overhead.

"Screw that freaky witch!" Natsu snarled, drawing his sword and proceeding to whack at the thorn branches around him. He could hear the Huntsman doing the same with his axes. It made progress slower, but at least he was moving forward. The thorns snagged on his cloak, nearly clothes-lining him, but the three fairies used their magic to release him.

"This way, Prince Dragneel!" Graham yelled ahead of him.

"Working on it!"

Happy suddenly plummeted downward with a startled neigh, and Natsu yelped as they fell down a short slope. He spotted Graham's leather and fur vest through the thick thorns and began making his way toward them. His arm ached as he continued to hack away the thorns, grunting and growling in frustration, but at long last, he made it out of the thorns, where he spotted Graham waiting for him.

"Come! The path is clear!"

The two men took off at a gallop, side by side, the three fairies fluttering around their heads. The road sloped upward to the drawbridge, and Natsu felt a surge of excitement like fire through his veins. We're almost there!

"No! It cannot be!"

A giant ball of green fire crashed into the road just in front of the bridge, the flames splashing across the grass and stones. Both of the horses reared up, trying to back away as Maleficent rose from the depths of the fire, olive green face twisted in fury.

"Now shall you deal with me, O Prince," Maleficent declared, still wreathed in green flame and black smoke "and all the powers of HELL!"

Maleficent threw her arms up, cloak flapping like bat wings, and the flames shot up into a pillar with a clap of thunder. As the flames and smoke rose, breaking through the clouds, so did Maleficent's inky black shadow, deforming and growing as Maleficent's laughter filled the sky. As the men and fairies watched, horrified, the shadow began to take a shape that was all too familiar to Natsu.

"You gotta be kiddin' me," he breathed. "She's a dragon?"

"When you feel my heat,
Look into my eyes.
It's where my demons hide.
It's where my demons hide.
Don't get too close.
It's dark inside.
It's where my demons hide.
It's where my demons hide."

~"Demons" by Imagine Dragons