Disclaimer: I do not own Fairy Tail or any of its characters.

"Speech"

"Thoughts"

Lisanna braced herself as Azuma punched her, sending the dragon girl crashing through several trees. Regaining her balance, the takeover mage flipped through the air and using her legs she propelled herself to retaliate with a fiery fist. Azuma saw the attack coming and simply stopped the attack with his left hand.

"Is that all? Your sister put a better fight than this."

Lisanna struggled to free her fist from his grip while Azuma mercilessly hit her with his free hand. Lisanna tried to block the punches he was sending her, but doing so with one hand proved to be a harder task than she had imagined. Desperate to free herself she increasing the flames on her hand until Azuma let go of her.

"Not bad" Azuma said as he contemplated his burned hand. The first real wound the Kin of purgatory had received, while Lisanna was in far worse condition.

"He's too strong! I won't be able to beat him" taking a glance to the left, Lisanna wondered how Angel was fairing.

"Karyu no Hoko!"

Both Azuma and Lisanna turned their attention to Natsu, who wasted no time in attacking the Kin of purgatory with his dragon's roar. Acting fast, Azuma raised several roots to protect himself from the flames.

"Natsu-kun!"

"Lis-chan!"

Standing side by side, no words were needed as the young couple focused their attacks on Azuma.

Chapter 24: Frozen Hearts

"That's just like Natsu; to run off to who knows where!"

Erza decided not to comment about it; by the look Natsu had when she found them it seemed like the slayer was in a hurry to help someone, but refrain to just take off and leave Lucy all alone just like that. Fortunately for him, Erza had stumbled upon them and took it to herself to accompany the celestial mage back to the camp.

"And he didn't even say where...ouch!" Lucy crashed into an armored wall when Erza suddenly stopped. Massaging her sore back for the second time this day, Lucy stood up and was about to ask her why she stopped, when she noticed what was in front of her. "W-why is it only pouring like that over there?"

"It's because of that man" Erza answered as she prepared to battle. Lucy started feeling a gushing aura around Bluenote as he came closer to them.

"I wonder if you can fly…"

Erza and Lucy felt a crushing force weighing them down, using her enormous strength Erza was capable of standing up but it took a great deal out of her.

"Nope…still can't fly…"

"The grave, it's glowing. What is this light?"Cana wondered as she stood before the final resting place of the first master of Fairy Tail. Cana reached the light only to be repelled by it, followed by a message appearing in the air:

"Once of the three great Fairy Magic's, Fairy Glitter, is sealed inside"

"Fairy Glitter…What I want isn't magic! What about the test?" Cana was starting to lose her patience "I finally made it all the way here…I thought I would finally become an S-class! The last 12 years of my life were to culminate here in this test!"

Cana started remembering her last twelve years; after her mother passed away she discovered through her diaries that Gildarts was her father, so she went to Fairy Tail to find her dad, only for her to not be able to tell him who she really was. Each time she saw him it was only for a moment before he left to another job. As time passed, she found herself unable to tell Gildarts the truth.

Then one day, she found a way: the S-class trials

"Me?"

"Try your best"

Cana smiled as Gildarts wished her good luck "Ok!"

If she became an S-class, then she would be able to face her father. But she failed the exam four years in a row. Erza and Mirajane, who had joined the guild after her, managed to pass the exam while she fell back.

"Cheer up Cana, there's always next year"

Cana tried to smile at Gray's attempts to make her feel better "Thanks, I feel better already" her newfound love, alcohol, also helped a lot.

"Why do you even want to be an s-class? Sounds like a lot of responsibility to me"

A bit tipsy, Cana reasoned it wouldn't hurt to tell her friend the truth "Promise you won't tell anyone?"

"Sure"

Leaning closer, she whispered into his ear: "I want to be an S-class hic mage, so I can tell my father the truth"

"The truth?"

"Yeah" Cana was feeling the effects of the booze getting to her "Gildarts doesn't know it"

It took a moment for Gray to connect the dots "Wait a minute! You mean Gildarts is…"

Cana was not drunk enough to let Gray spill the truth just yet: "Shhhhhhh, what did I tell you!"

"Cana. You're chocking me!"

"Sorry"

Both teens remained quiet after that, Gray still processing what she had just confessed while Cana kept drowning her sorrow with booze.

"You can do it!"

"Huh?" Cana awoke from her depression and turned to Gray.

"You will become an S-class mage, I believe in you."

"Gray…" Tears threatened to escape her eyes after hearing him; it would have been the perfect moment if not for one thing: "Your clothes."

"Not again!" Looking down, the ice mage found himself wearing only his boxers and began his desperate search for his clothes as Cana laughed.

After that day, Cana's image of Gray changed forever; he was no longer just a friend, but someone closer to her. Before she realized it, she soon started growing feelings for him. The next years Cana tried to pass the exam, but just as before she fell short of reaching her goal.

"This will be my last try." Cana said to Lucy that night "If I fail, I will leave Fairy Tail."

"Let me be your partner, Cana!" Lucy exclaimed, shocking the card user "There's no way you're going to quit the guild!"

"Lucy!"

A beeping sound woke Cana from her memories as the card she gave to Lucy started blinking, the card was special in the fact it alerts Cana when Lucy is in danger.

"If we get separated during the test and this card lights up I'll come to help you"

Cana recalled the moments when Lucy helped her during the test, only for her to betray her trust and abandon her like that. Dropping down to her knees, Cana cried regretting the choices she had made.

"No! It wasn't supposed to be like this! I never meant to betray my comrades! It doesn't matter if I don't become an S-class mage! And it doesn't matter if I can't tell my father how I feel…I just want to protect my friends!"

Plunging her hand into the light she endured the pain "I don't need anything else! As long as everyone is safe! Even If I can't be a part of this guild! My heart will always be in it! So please…Lend me the power to protect the guild!"

With tears streaming, Cana voiced her feelings "I love this guild"

"Mistakes aren't made to lock your feelings away and hold them back… They're made to support one's heart as it grows!"

"This voice…"

"Go forth… I have bestowed Fairy glitter upon you"

Cana's arm glowed as the mark of Fairy glitter appeared on it. "Master Mavis. Thank you."

Angel cried in pain as Karen's whip cut into her tender flesh. From the beginning of the fight, the fake Karen had freed Angel from her keys, leaving the celestial mage defenseless against her.

"As a Fairy, your fate is to be devoured by me" Rustyrose said as he watched the spectacle his creation was giving him. Angel would have replied, but she was too busy crying in pain.

"Lisanna, forgive me. I won't be able to make you an S-class" As Angel took a glance to where Azuma had taken Lisanna, Karen kicked her from behind, sending Angel to the ground. Once there, Rustyrose's creation began a savage attack with her whip. Her feather dress was now reduced to bloody rags, while it seemed 'Karen' was enjoying every last moment of it. Kneeling down, Karen grabbed hold of Angel's hair and hoisted her up.

"I'm not done yet, you must suffer more for that you did to me."

"Then do it!"

Karen was not expecting this answer from the broken girl, she was hoping for the white haired girl to beg for mercy, not to ask her end. With tears streamed down her cheeks, Angel spoke:

"What I did to you is unforgivable. I deserve to die."

Karen doubted for a moment and turned to her creator as if asking what to do. Rustyrose just smiled at Angel's declaration "Grant this Fairy's last wish."

With a dark smile, Karen coiled the whip around Angel's neck and proceeded to strangle the weakened girl.

"Natsu-kun..." Angel's last memory was of the dragon slayer she had learned to love. Just as she was losing consciousness, a blinding light emanated from somewhere and removed the fake Karen away from her.

"Angel, get up!"

Angel coughed up a bit and raised her head to see who had saved her: "L-Loke?"

The celestial spirit was in bad shape, but not as much as she was. "Remember what I said to you: even when we don't have a contract, I will still come help you when you need me." turning to her he gave her a smile" That's what nakamas do for each other"

"...Thanks" A flood of emotions rushed through Angel at that moment. Regaining her keys she stood behind Loke as he kept Karen at bay.

"Angel, we are both responsible for Karen's death however, death is not the answer. I once gave up, but thanks to Lucy I realized that I was taking the easy way out. We must live to atone for our sins." Facing 'Karen' one more time he added "I will deal with her, but you must defeat that man."

Angel watched as Loke tackled Karen, charging what was left of Regulus he sacrificed himself to take out the fake Karen knowing Angel would not be able to bring herself to do so, even when this was a fake copy.

Using what was left of his power, Loke started fading back to the spirit world: "Almost all of my magic power is gone; I won't be able to return for a while. Forgive me Lucy..."

Meanwhile, Rustyrose laughed at the turn of events: "How sad it is, for that spirit to sacrifice his life. I can just recreate 'Karen' as many times as I want. The fool."

Angel wiped the tears from her eyes while Rustyrose kept talking trash about Loke's sacrifice. "Shut up! You have no right to talk about him like that!" With renewed vigor, Angel grasped her third silver key "Open the gate of the dragon: Seiryu!"

Thunder flashed through the sky as a blue Chinese dragon emerged from the clouds, the massive beast puffed air from his nostrils as it zoomed on its prey.

"No way! Silver keys don't have that much power!" As Rusty said that, a feeling he hadn't felt in ages swelled up inside him "I-Is this f-f-fear!"

While the arc of embodiment magnified the user's power when in fear, even he knew it was pointless against a celestial spirit like that. The large dragon roared and began gathering air as Angel gave him the order to attack:

"Seiryu! Megiddo Roar!"

Seiryu unleashed a devastating dragon's roar, as powerful as Natsu or Gajeel's, that sent the Kin of purgatory far away. The dragon's wake leveled a good deal of the surrounding trees before dispelling back to the spirit world, and leaving Angel without an ounce of magic in her being.

"Thanks... Seiryu." Angel fell down as the drain of summoning such a spirit left her in a weakened state. The celestial mage looked at the clouded sky as the rain kept pouring down. "Natsu-kun, Lisanna, I hope you're ok."

Gray looked at his wrist where that strange mark was once located, when it was present he could have sworn he felt Juvia and someone else through it, that and a great deal of pain inflicted upon the water mage. But now it was gone.

"Juvia..." Gray put aside his concern for the girl for the moment; he needed to see if that woman that resembled Ur was still nearby. Taking a glance, he only saw that man she was carrying sprawled on the ground. "Shit! Where did she go?"

"Gray Fullbuster" Hearing her voice behind him, Gray jumped back and stood ready for anything she might pull.

"You!" now closer, he realized she was the same girl he had saved back at Trinity Wraith. But what was she doing here? As a member of Grimoire Heart no less.

"You might have realized it already, I am Ur's daughter. Relax; I'm on your side."

"What do you mean?"

Ultear's eyes softened as she looked straight to his eyes "Gray... I've wanted to meet you for a long time now. Only you can grant Ur's last will"

"I don't understand what you are telling me. For starters, why are you a part of Grimoire Heart?"

"I'm not. After discovering one of Ur's old diaries I discovered the truth" Looking away from him she spoke "Hades was the one that killed my father"

Gray's eyes widened at this revelation, taking a moment for the info to sink in she continued "In a fit of rage, my mother pursued Grimoire Heart for years. For that she created Iced shell, the magic capable of defeating Hades. After I learned the truth, I took it to myself to infiltrate Grimoire Heart and destroy him, but I was unable to cast that spell."

Ultear met Gray's gaze "Only you are capable of fulfilling Ur's wish, as well as my own. Cast Iced shell and defeat Hades. Believe me; I wished there was another way, I really do."

"I'll do it" Gray clenched his fists as he spoke "But I'm not doing it for Ur or for you, I'm doing it for my guild."

"Thank you, Gray" with that said; Ultear picked Zeref's unconscious body "I'll take Zeref off this island to seal him."

Sharing one last look, both parted ways as Gray headed to face Hades while Ultear took Zeref.

Once she got Fairy glitter, Cana rushed to the aid of Lucy and Erza, but even with her help, Erza was unable to hit Bluenote. Each time the armored mage tried to reach him, Bluenote would stop her by increasing the gravity over her. The same happened with each sword she tossed at him. Cana was not faring any better; even when she attained Fairy glitter, her magic level was too low to effectively use it against him. When Cana thought she had him, Bluenote compressed the ground below him to escape her Fairy Glitter.

"Did you know, your 'magic' can be taken away, even after you're killed" Bluenote said as he stood in front of Cana "I wasn't able to fly either"

"Cana! Run!" Lucy pleaded as she kept struggling with the magic pinning her down. Erza was crawling towards Bluenote, but she would be unable to reach him before it was too late.

"Now, fall into the depths of hell"

Cana closed her eyes and made peace with herself: "Goodbye…Father…Gray…"

The finish blow never came as Gildarts barely made it and launched Bluenote away from her. Opening her eyes, Cana found a very pissed off Gildarts facing Bluenote.

"Fa…ther…"

"Two against one" Azuma stood above a large branch as Natsu and Lisanna got ready to attack "Fair enough."

"Oy! Don't take us for granted!" Natsu yelled at the black man after hearing him.

"Natsu, that man hurt Mira-nee, he's stronger than you think" Lisanna said as she touched his arm in an attempt to calm him "We must be careful."

"Listen to her; S-class or not, you are still inferior to me"

"What did you say?"

"Relax, he's trying to get you riled up" Vergil commented from within Natsu. Not that the slayer was about to listen.

Looking from one to the other, Azuma reached a decision: "I had great hopes about the one that defeated Llyria, but she is even weaker than the demon" At this, Lisanna growled in anger "But, perhaps the two of you can offer me a better challenge." Azuma then started merging with the trees to the astonishment of the mages present.

"Where are you going coward! face us!"

"In due time, dragon slayer" Azuma's voice came from within the trees as they felt like the entire forest was shaking. Slowly but sure, the great Tenrou tree was being uprooted right before their very eyes. While the young couple was fine, everyone else was losing their magic power. Gildarts fight with Bluenote took a turn for the worse, while those injured were at great risk now that the divine protection of the tree was removed. Even Vergil felt the restrains that imprison him inside Natsu getting weaker. Natsu and Lisanna were stunned when the once great tree toppled over and fell into the ocean.

His task completed, Azuma emerged from within the trees to where a pissed of Natsu waited for him.

"What have you done!"

"I took all the magic power from the island for myself and with it the magic power of each member of Fairy Tail. Without the tree, the divine protection that protected you from death is gone."

"You what!" Lisanna was worried; she was wondering how the master could have survived when she saw his wounds, but now she realized it was due to the Tenrou tree, if so then her brother and sister were in grave peril.

"You bastard!" Natsu ignited his body on fire and Lisanna used her dragon take over.

"As you can both see, only you have retained your magic. Defeat me and I shall return everyone's magic back. Fail to do so, and everyone will slowly die."

"Why you!" The slayer wasted no time and jumped to attack Azuma, but the dark mage swiftly dodged the fist aimed at him and was about to retaliate when he saw the slayer smirking; Lisanna waited above and hit Azuma square in the head with her flame sphere. As Azuma fell down, Natsu jumped and unleashed his fire dragon's roar on the knocked out mage. The crater Azuma created when he slammed the ground became an inferno of flames, as Natsu and Lisanna watched on.

"Did we get him?" Lisanna's question was answered when she and Natsu were engulfed by his Tower burst. Even when both were resistant to flames, this did nothing to reduce the pain they felt by the attack. Natsu tried to stand up, but another sea of flames covered them.

"I admire your persistence, but this ends now" A shirtless Azuma revealed himself before them, aside for some small burns the Kin of purgatory was mostly unscratched.

"Stories about you tell of your fabled dragon force, before you die I would like to witness such power." Seeing that the slayer was still struggling to regain his footing, Azuma turned to the unconscious Lisanna "Perhaps further motivation is needed."

With a single thought, vines encircled Lisanna and held her in place, followed by a timer appearing over her body.

Using what was left of his strength, Natsu stands up and glares at him: "Let her go! Your fight is with me!"

"Then show me your dragon force! In 5 minutes those wines will detonate and kill her, unless you defeat me!"

The mere thought of losing Lisanna again drove Natsu to recover his strength, but he was still unable to reach dragon force. As he punched and kicked at Azuma, the dragon slayer kept a constant eye on the timer.

"3:21 left! I need to finish him soon"

"What are you looking at?"

Natsu got distracted and was unable to block the kick aimed at him. As he clutched his bruised side, Azuma followed the kick with a chain burst, sending the slayer back to the ground. Natsu crawled until he could see the timer that determined Lisanna's fate.

"57 seconds..." Vergil tightened his grip on Yamato as he watched the seconds tick away. For some reason he felt a longing for the girl, a need to protect her like a father would for his child. Seeing no option, he put his pride aside and allowed his vessel to feel his despair.

"What is this?" Natsu felt Vergil's impotence of not being able to protect Lisanna and could actually see the spirit form of the half devil next to him.

"Natsu: Grab Yamato and use my power. Don't let her die!"

Natsu nodded to Vergil, earning a confused look from Azuma. The moment Natsu touched Yamato he felt an overwhelming surge of power around him. His flames came back to life before turning blue. Scales appeared all over his body and one of his eyes turned red as he reached a level above dragon force.

"This is...dragon force?" Azuma found himself mesmerized by Natsu's transformation. He had never heard of blue flames involved in it.

With Yamato, Natsu sent a wave of energy towards Azuma; the sheer force behind the attack was able to push the Kin of purgatory away while Natsu reached Lisanna as the timer reached his last seconds.

"He won't be able to save her" With less than 10 seconds left, Azuma gave them both for dead. But he was surprised once again when Natsu/ Vergil cut the vines holding Lisanna in place, not once touching her with the edge of his blade, followed by him scooping her bridal style and jumping away to escape the blast radius. "Impossible!"

Lisanna groaned and opened her eyes to see her savior: "Nat-su?"

"That's me!" Natsu grinned while Lisanna was transfixed by his mismatched eyes: both were dragon like, but one of them was a glowing red courtesy of Vergil. Putting her down, Natsu's grin faded as he openly glared at Azuma: "Lisanna, stand back. I'll deal with him."

Even when the malice surrounding Natsu was not directed at her, Lisanna found herself intimidated by the slayer. Azuma clutched his bleeding chest and marveled at the dragon slayer. "Astonishing!"

Natsu/Vergil covered Yamato with blue flames and in the blink of an eye reappeared in front of Azuma to slash him, ending what fight was left inside the dark mage. It was a long fall for the Kin of purgatory as Natsu/Vergil watched on.

"That wound is not lethal, now restore everyone's magic! Or I will kill you." Natsu/Vergil commanded at the same time; their voices overlapping each other as they spoke. Vergil would have killed him on a whim, but they needed him alive to help the others.

"His body!" Lisanna watched as Azuma's body started melding into the trees.

"It's a side effect from my lost magic. I overused its limits."

"What about the others?" Natsu/Vergil asked.

"Don't worry, I kept my promise" Azuma managed to smile before fading away "your guild, is quite remarkable"

Before their eyes, Azuma turned into a tree himself and with it the magic he had taken from everyone returned to where it belongs.

Without a reason to stay, Vergil receded back into Natsu's subconscious. "Thanks for the help, Vergil"

"Hn" Vergil's spirit form vanished from Natsu's view as the slayer felt the weakening effects of using Yamato.

"Natsu!" Lisanna helped him as he was about to fell down due to exhaustion. With her help, Natsu watched as Azuma's body transformed into several trees while also restoring the magic to the island. Everyone affected was recovering and Gildarts managed to defeat Bluenote Stinger once and for all.

"They did it" With her magic restored, Angel could feel the presence of her beloved dragon slayer and Lisanna just up ahead. Using a branch for support, she began her long way over to them. If things keep up, they might escape the island alive after...

"Look what we have here!"

Angel froze when she recognized that voice, the one Kin she had wanted to avoid. "Zancrow!"

Angel had met the crazy blond during the occasional meetings of the Balamb alliance; when she was a dark mage she felt unease in the presence of the psychotic slayer, now that she was a Fairy tail mage the feeling only got worse.

"You remember me! I'm touched...traitor. Uhihi"

Too weak to fight, Angel recurred to another tactic: "Traitor? What do you mean? Azuma offered me a place in Grimoire Heart"

"O rly? Then just a while back I didn't see Rustyrose being defeated by you then, huh?"

Angel reached for her Keys, but Zancrow beat her to it by ramming his fist into her gut. The celestial mage spat some blood as the crazed blond laughed "If there's something I really hate, that's a traitor. And the flames of a god enjoy burning traitors"

Angel tried to limp away, but she knew it was pointless to escape. Zancrow's black flames trapped her in a dome where her screams of agony could not be heard.

Meredy was wondering what compelled her to save her opponent; she could have easily left Juvia behind, but after their fight she felt drawn to the water mage.

"Meredy!"

"Ultear!" Meredy noticed she was carrying someone "Is that really…?"

"That's right!" Ultear confirmed her suspicions. "It's Zeref" Dropping him she added: "there's been a change of plans: we're leaving this island'

"Eh? But I haven't found Gray yet!"

"He's not our enemy" Ultear's serene expression turned into a maniacal one "He's our trump card!"

Meredy was confused by Ultear's declaration: "Was he really fooled by that story I made in the spot! If all goes according to plan, I'll be rid of both Hades and Gray!'

"Master Hades? Why?"

"That way Zeref will be all ours" Ultear explained "It might be too much for Gray to handle, but at least it will remove Hades 'eye' from us, for a while at least. Let's leave the island before his 'eye' finds us"

"Right" With Meredy carrying Zeref, Ultear took the lead when she noticed Juvia.

"What is she doing here?" Ultear fully knew who Juvia was; the water mage obsessed with Gray. Even when she herself sent Gray to certain death, Ultear couldn't help but feel jealous of this woman.

Meredy watched as Ultear materialized her sword:"What are you doing?"

"Isn't it obvious; I'm going to kill her, of course. Either Gray dies by Hades hand or by casting iced shell, if you live any longer you'll have to go through the loss of a friend."

"Wait!"

Ultear ignored Meredy's plea as she sent the blade down upon Juvia. As it neared her neck, a wall of ice blocked her sword as Gray scooped Juvia out of harm's way.

"Gray!"

"I figured it was something like this" Gray said as he locked eyes with Ultear.

"Well, this is unexpected!" Ultear commented "When did you figure it out?"

"I didn't believe a word you said from the start" Gray spat.

"I see…you played along to find out what my real intentions were. Bad boy"

"I swore never to use that magic" Gray said as he recalled when Natsu stopped him from casting Iced shell "No matter what kind of will Ur had… I have my own will. I want to walk the path where I can live with my comrades!"

"Live…" Meredy repeated the word on her head.

"So you're not a simple minded fool…and I was so close to getting rid of Hades…Well, there's still something you can help me with" Ultear said, leaving that last part in the back of her head. "You know, I really didn't want to fight you…After all, you're one of her 'beloved' students."

"Bring it on, psychotic bitch!" Gray said as he removed his shirt. "I'll teach you manners in place of your mother."

"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…"

Gray ignores her and delivers the first attack, an icy punch right into Ultear's face.

"Ultear!" Meredy cries out as her mentor lands in her feet and gets ready for battle.

"Meredy, take Zeref with you. I'll deal with Gray." Ultear ordered as Gray turned to Juvia.

"Juvia, snap out of it!"

"Gray-sama's voice!" By Gray's command, Juvia instantly recovers, not without the water mage first fantasizing about waking up from bed by Gray after a night of passion.

Ultear growled as Juvia detailed her little fantasy with Gray, not that anyone noticed.

"Forget about that! Stop that girl from taking Zeref."

"Yes!" As Juvia stood up, her leg gave away as she recalled how she broke it during her fight with Meredy. Brushing aside the pain, Juvia was left with no option but to crawl after the escaping girl. Once they were alone, Gray began the fight:

"Ice make: Lance!"

As the sharp ice approached Ultear it turned into mist. "It's pointless, my arc of time can move the ice to the future, turning it into mist, or to the past where it was only water. I learned this magic specifically to kill my mother."

True to her words, each of Gray's attacks was nullified before it could even reach her. While she delivered her own attacks with precision.

"Had enough?"

Gray was in bad shape, but he was not done yet: "I'm not finished. I'll defeat you using Ur's magic."

Ultear paid half mind when Gray covered his hand with ice, but when he stabbed himself she thought he had gone crazy. Using his own blood, Gray created two ice blades on his arms and stopped the bleeding with his ice magic.

"Don't you get it! you will never beat me using that" As Gray ran at her, Ultear tried to dispel his ice but found she was unable to do so.

"Ice Blade: Seven Slice Dance!"

Ultear's Arc of time allowed her to control the time of almost anything, except that of the living. When Gray had managed to bypass her Arc of time and land a direct hit with his creation magic she had recurred to a trump card, a move she would later regret.

"Ice make: Rosen Krone!"

"Molding magic…exactly like Ur's" Gray thought as he was sent flying due to the ice attack. Ultear was panting due to the strain of pulling such a complex molding magic, it had taken a lot from her but she would do anything to reach the great world of magic.

"I never thought that I would be seeing that again…Ur's magic…"

Ultear was raging as he listened to the fallen ice mage, but the next comment was the last straw:

"I should have expected it…after all; you have the same blood flowing in you…"

"SHUT UP!" Ultear launched another attack, but this time Gray was prepared; breaking across the ice he tackled her and sent both of them rolling downhill.

"What happened to you that made you this way?" Looking directly at her eyes Gray asked: "why are you doing this?"

"I said shut up!" Returning his glare she added:"As if someone like you would understand!

Without either noticing, they had reached a cliff and both Gray and Ultear fell down. As Gray stared down at her, she began telling her story…

"I was abandoned by my mother…And then…I was taken to a magical research laboratory. Ever since I was a child, I was the subject of experiments to amplify magical power. They left my body and my heart in shambles. One day I managed to slip out of the laboratory and ran home to my mother…but what I saw when I got back was my mother's face, full of happiness… My mother got rid of me and had these new kids in her life. That was why she looked so happy. I'll never forgive her!"

Gray's eyes softened a bit after listening to her story, but she was not done yet.

"I went back to the laboratory, to acquire magical power…so that I could take revenge on my mother. It wasn't long before I became aware of Zeref, the dark guild that he led…and the promise of the great world of magic. If I manage to reach the world of magic, I can use the full power of my Arc of time. To change my cursed existence into a life where I could find happiness…"

As both came crashing down on the ocean, Ultear took the chance and unleashed an attack upon Gray, but he countered with one of his own.

"Help me…"

"What!" Ultear looked around for the source of that voice "What was that voice…"

The moment she got distracted, Gray landed a kick to the back of her head;
Ultear brushed the pain as she kept hearing the same voice over again asking for help.

"There it is again…! Memories of my mother!"

While she fought Gray, Ultear was able to see the memories from long ago; Ur was holding a younger Ultear in her arms as she pleaded with the doctor:

The medic examined Ultear and then directed his attention to Ur: "This child was born with too much magical power! All that magical power is too much for her little body, she's burning up with a fever. We've had special cases like this in our institution before."

"Why am I seeing this now! Ur melted away at Garuna Island and was washed away into the ocean…the Ocean!" A realization hit Ultear: "Am I inside my mother!"

More memories flooded into Ultear; this time a heartbroken Ur was being informed that her daughter had died, Ur pleaded for them to return the body to her but they refused saying it would be best if she didn't see it. Dropping on both knees, Ur screamed:

"Give back my daughter! GIVE ME BACK MY ULTEAR!"

"It's not like how I remembered it at all…"

Seeing that her guard was down, Gray prepared his final attack:

"Ice make: Gungnir!"

A large Ice lance materialized and trapped Ultear, the raven haired woman was powerless as the ice encased and rendered her defenseless. The ice lance had another purpose, to defeat her and at the same time get her out of the water. If she fell unconscious she would surely drown since Gray was left momentarily immobile for doing such an advanced magic.

As Ultear reflected on what was revealed to her, Gray started speaking:

"Ur once told me a story about you… she only ever told it once, but I remember it…"

Ur was sitting in front of a young Gray and Lyon:

"When that girl was born, I felt a light shining into my heart. And I dreamed of a future full of hope for her. I was so happy then. Beginning from this tiny little body…the future holds infinite possibilities. The power of life…I couldn't stop my tears from over-flowing…This child is proof that I lived. My tear…Ultear."

The Ice shattered, a tearful Ultear dropped back into the water as she whispers her one wish:

"All I wanted was to be with my mother just one more time…"

Gray looked at the sky, contemplating her words. Reaching her he grabbed her unconscious form and dragged her back to shore. When she regained consciousness she sees Gray applying a makeshift bandage to his wound before heading back to the island.

"You can't win against Hades" Her words came out before she knew it, she didn't knew why she was telling him this.

"I know" Gray replied without looking at her "It would be impossible to do it alone. I have my comrades! That's why I can fight! That's how I'll get stronger! For the precious things I want to protect, I'll put everything on the line!"

Before she could reply, he had already left. She didn't know why she had warned him, it's not like they were friends or anything like that. But deep down she knew the reason; she didn't want him to die, she wanted to see him again.

"Be careful…Gray"

Natsu and Lisanna headed towards the place where Angel was last seen. When they arrived there they were greeted by a gruesome sight.

"Angel!"

What they found was a badly burned Angel. Zancrow had left her for dead after causing severe burns all over he body; once satisfied he left her there to search for his next target, unaware that the celestial mage was still alive.

"Oh god no!" Lisanna covered her mouth in horror, unable to accept the fact that the person before her was her partner.

"Angel." Natsu kneeled down before the celestial mage while Vergil stood impassive next to him. Whoever was responsible for doing this to one of his descendants would suffer a fate worse than death.

"It's all my fault" Natsu said, recognizing the work of the god slayer, he recalled how Vergil told him it was a mistake to show mercy to his enemies.

"Nat-su…"

Natsu focused his attention to the dying girl as she spoke: "I'm glad…to be able to see you, one last time." Using what was left of her strength, she caressed Natsu's cheek "Thank you. You were the first one to ever threat me like a person. Even when your heart belongs to Lisanna...I couldn't help but fall in love with you."

Natsu was surprised by her confession; he had a feeling she was interested in him, but never did he imagined it was to this extent.

"Lisanna, forgive me... I was a pain for you..."

"Don't say that. You are my friend!" Lisanna half chocked with her tears, knowing Angel had little time left. Taking her hand in hers she tried to reassured her: "Save your strength, we'll get Wendy to fix you in no time"

Angel managed to half smile "We both know my time is up, thank you... for being my friend, say good bye to Erza for me. Natsu..." The slayer grabbed hold of her hand as she spoke: "Take care of Lisanna...I...love...you..."

Lisanna couldn't hold back the tears any longer and openly cried for her friend, while Natsu couldn't believe what was happening. It was like a bad dream repeating itself. He had never felt so powerless since the time Lisanna was almost...

"Lisanna"

Lisanna raised her teary eyes to meet Natsu's, the dragon slayer gave her a regretful look as he said the next words:

"Forgive me"

A.N.

Most will probably guess what happens next, but those few who don't know will have to wait until the next chapter.

I really want to end this arc since I have great ideas for the next one, but (sigh) some parts need to be said before the timeskip. Next chapter should wrap this up nicely. I haven't seen the filler arc but I don't think I'll write about it, as for the grand magic games I think I'd rather follow a different storyline and only take some ideas from it, that way I can introduce Yukino sooner and speed up Gray's involvement with both Ultear and Cana, (I'm still haven't decided if Juvia will join his harem or stick with Lyon)

Vergil will play a larger role in the next arc, he might have been out of character when he worried about Lisanna but more will be explained later on. As for the fights being so short, I didn't feel like writing more complex scenes if the result was going to be the same. Only the different fights were shown here, Juvia vs. Meredy stays the same, as well as Cana vs. Bluenote vs. Gildarts (the only difference was Erza taking Natsu's place). Erza would probably be able to defeat Bluenote, but for the sake of this story let's pretend it plays like this.

Yuriski-1st: Mirajane might be able to defeat Azuma, but for this story let's just say she was unable to do so. Although in the anime she does say her magic is running out and it didn't seemed like she was going to defeat Azuma.

MadmanTobz: this will be a Natsu x Lisanna x Angel x Yukino, however it will focus more on Lisanna than the other girls. I'm playing with the idea of Yukino stalking Natsu like Juvia does with Gray. Let me know what you think.

Frozen-Tundra88: Juvia might make the final cut and join Gray's harem (if Natsu get's 3 girls, Gray won't just stand behind and let him beat him).

Ryvius: Thanks again for your review, glad you liked my last chapter (and Vergil's small scene with Ultear). That's what I enjoy most out of writing; to read detailed reviews from my readers. Vergil's past won't change at all, I'll stick to what we know so far about him. As for what kind of woman might have been the mother of Nero, I have no idea? But I know for a fact she was human and something tells me she was a peaceful, caring person. Don't worry about the harem thing, I'm not planning to add more girls in the mix.

The Folklistener: Sorry dude, but a harem it is. But i know you're ok with that. Thanks for the review.

Shadow of the Fire: Your review IT IS VERY GOOD. Thanks for your advice. I'll keep that in mind.

shadowdemon98: Say again?

Happy120: glad you liked my fic, thanks for the review.

Until next chapter

Demonwithasoul