A/N: Forgive any inconsistencies in regards to canon the next few chapters. I tried to get all the basics down for the fight scene so anything out of the ordinary I'll just blame on the magic of AU's.

viii

Dimaria scoffed at her. Ultear held her gaze. "Those two may be children, but you're only a toddler. Is Fiore really so desperate it'd send babes to their graves?"

"Careful. I've already demonstrated my power by breaking through your Age Seal. Even this body is more than enough to take you down." Inwardly, Ultear hoped she wasn't bluffing. It'd been only minutes since she accepted "herself". In truth, she had no idea the limits her magic held. For now, she thanked the gods she was holding up as well as she was.

"Miss Ultear..." Wendy spoke her name in wonder. "Are you the reason we can move?"

Ultear gave a small smile. "Yes. To keep it short, this woman's able to manipulate time. Because of that though, I was able to slip in through the cracks to get here and unfreeze you. I wish I could have a happy reunion with the three of you, but it seems we've not a moment to spare."

Dimaria frowned, then clicked her tongue in annoyance. "One more brat to take down before the day is through. This will be easy!" She launched herself at Ultear, who didn't move from the spot. Suddenly a small body hurled towards her.

"We won't let any harm come to you Ultear! So long as you're here, we'll be able to move and defeat her!"

"I'll help with that Wendy!"

The two girls forced Dimaria back, if only a bit. Ultear sucked in a breath and sent out her orb, using it as a third attacker to keep Dimaria back. The Alverez woman attempted to bisect it, only for Ultear to piece it back together in the same instance. She struggled, but a wide smirk soon crossed her face.

"Hmph, you don't get it, do you? The reason I can control time..."

With a wide burst of magic energy, she knocked back Wendy and Chelia, who went flying. Ultear brought her orb back and clutched it as she too went sprawling. The immense amount of magic energy emitted from her at that moment seemed unreal. Ultear's tiny body ached after being sent flying, but she had no choice but to crawl back up, not wanting the woman to take advantage of her being down. What she saw in front of her was enough to spawn horror in her chest. The woman's clothes had disappeared, her body now covered in golden lines across what could have been a black bodysuit. Her eyes were but single, golden circles of light, with her hair flowing upwards, caught in a wind that existed only in her space.

"Takeover...God Soul."

"What?!"

"That can't be!"

Ultear's mind turned at the revelation. "What an awesome use of power. I had no idea that was even possible."

"I am Chronos," the woman spoke, in a voice slightly lower, "the God of Time. The holder, Dimaria, and I have become one. She is a descendant of the people who worshipped me, and in return, I have granted them access to my abilities." The being turned to lock eyes with Ultear. "I am surprised, someone in this day in age attempted Arc of Time, it was never completed the last time I'd awoken."

For the first time in the battle, Ultear shuddered. This being knew what she'd done just by looking at her?

"If times were different, I would want to keep you alive to question you on how you accomplished such a feat while keeping your mind intact. No matter, it will all end soon anyway." Chronos–Dimaria–spoke. Ultear stiffened. Moments before she'd relied on Wendy and Chelia to come to her aid, as despite her magic prowess, there wasn't much physical fighting she could accomplish in this form. With a literal god targeting her though...would she even be able to survive the blowback from an attack in this state?

Her answer came a moment later when she was shoved violently to the side. She cried as she fell to the ground, looking up to see a girl with white cat ears–the human form of Carla–taking a shot from a laser produced by Dimaria. It was over so fast she didn't even have time to initially notice the attack happen.

"Urk, I had a vision, but I couldn't–" Carla slumped forward, blood pooling from her side. She'd been shot at a critical spot. Ultear saw her pale face and immediately released her from the Age Seal barrier. Wendy ran up to her friend, crying and shaking her friend. Ultear bit her lip. Carla had tried to save her, and for all that…

She shook her head. "Wendy! She's out of the time barrier, her wound won't progress anymore as long as we're still here! We have to defeat her first, then one of you can tend to Carla as soon as time starts again!" Her words caused Wendy to stop sniffling and stand back up, this time eyeing Dimaria, her eyes filled with more conviction than before. Chelia stood by her side, the same look in her eyes. It was enough to send a shiver of awe in the small Ultear.

These two would risk their lives for me. Such young girls, so full of potential. The irony of her saying these things when she herself had the body of a three-year-old was not lost on her. Suddenly, she remembered a spell from her old days. One of great magic potential, but at a great cost. Rapid-fire, her mind formed a plan. "Are you two willing to use the future to your advantage?"

"The future?" Wendy asked.

"Yes...the power of your futures...Third Origin."