Disclaimer: I do not own Fairy Tail.

WARNING: THERE WILL BE SPOILERS! Read at your own risk. There's still original stuff in here, but if you haven't gotten to this point in the anime/manga, then some things may be ruined for you. I advise catching up to the anime/manga if you haven't already (for more reasons than just reading my story)! Thank you and enjoy!

Fairy Tail—The Master and the Dragon

Chapter 43

Natsu blinked a few times before pushing himself off of the ground. "Do you guys feel better all of a sudden?"

Lucy nodded as she got to her knees. "Yeah, I do."

Wendy stood up and looked at her hands. "I can feel my magic energy coming back to me. But why did it leave in the first place?"

"I'm not sure," Natsu said as he, too, stood while adjusting Makarov's position on his back. "But that's not what we need to be thinking about right now. We need to get back to base camp."

"Right," Lucy said while slinging Cana's arm over her shoulder. Cana had yet to wake up after falling unconscious due to the loss of magic energy.

"We're all good to go!" Happy cheered.

Natsu grinned. "Alright then. I may not be sure why our magic power disappeared like that, but I do know that it's back. You guys know what that means, right?" He pumped his fist. "Let's get to work!"

"Right!" they all cheered as they took off for base camp.


Gildarts fell to the earth with a thud, having no energy to even attempt to sit up. The fight with Bluenote had turned out extremely one-sided once Gildarts felt his magic energy disappear. Also, he found that with each passing moment, his body was feeling weaker and weaker. He knew he wasn't going to last much longer in this condition.

Bluenote walked over to Gildarts' body and stomped on his head repeatedly. "Is this all that the mighty Gildarts has to offer? I'm disappointed. I expected much more from you. I guess I shouldn't waste any more time on a weakling like you. I have other matters that need my attention."

Suddenly, Bluenote felt his foot stopped by a large hand. He looked down to see Gildarts grabbing his foot and pushing him away. His eyes widened. "No, this can't be possible. You should be completely out of energy."

Gildarts grinned at him. "Like the other S-Class mages of Fairy Tail, I want to show the up and coming members how to hone their skills so that they can better themselves. Do you think they would ever respect my teachings if I were to lose to a punk ass like you? No they won't, so I won't lose to a dark guild. And that's why," he paused as he shot back to his feet, flipping Bluenote in the process, "I'VE GOTTA GET BACK UP!" He shot a high-powered fist at Bluenote, sending him rocketing into the side of the trench they were in.

Bluenote chuckled as he pushed himself up. "Yes! This is the fight that I wanted! The fight that was worth my time! I wanted a fight where I could truly let loose. I thought that only the Half-Dragon would satisfy that need, but I can see that you have a very high fighting skill." He began collecting a ball of blue and black energy between his hands. The very air was being sucked into the mass. "Now, let me show you why the very mention of my name has grown men whimpering like little children!" The mass moved from between his hands to rest in midair between the two mages. "BLACK HOLE!" The mass grew in size and began to suck in everything around it.

Gildarts could feel himself being pulled closer to the mass. "What kind of crazy magic is this?"

"This is an infinite gravity well and nothing in this world can resist its pull!" Bluenote exclaimed.

"We'll just see about that!" Gildarts roared as he lifted his hand. He grit his teeth as he continued to focus on the blue and black mass.

Bluenote laughed. "Don't bother. The power I possess is no match for you!"

Gildarts continued to extend his hand, clearly exerting a lot of power, until the goal of his efforts became clear. Small, white, grid-like lines appeared in the blue and black vortex.

Bluenote couldn't believe his eyes. "Impossible. It cracked?"

The blue and black mass began to shrink in size until it was no more. Gildarts lowered his hand and glared at Bluenote. "I think I've had just about enough of you."

Bluenote took a step back. "But how? He was able to crush my Black Hole with nothing more than a shattering spell?"

Gildarts cocked back his right hand and pointed his left at Bluenote. "Time to send you flying. CRUSHING EVIL, SPREADING TRUTH! EMPYREAN!" Intense magic power began to circle Gildarts as he shot forward. He swung his right fist upward, landing a jaw-breaking uppercut to Bluenote's chin. Bluenote was sent flying by the incredible magic power surrounding the uppercut, causing him to shoot into the air like a rocket and disappear from sight.

Gildarts panted as he lowered his fist. "Serves you right," he said with a grin.


Freed and Bickslow yelled in pain as they were once again struck by Rustyrose's Jet Black Sword. Their entire bodies were covered in cuts and they didn't even have enough energy to move off of the ground, let alone dodge.

Rustyrose laughed. "This is almost too easy! You don't even have the strength to defend yourselves. This pathetic guild shall bow before me!"

Suddenly, Freed and Bickslow's bodies felt rejuvenated, like they just received a massive energy boost.

"My power," Freed said as he stood up. "I can feel it returning."

Bickslow grinned. "We're back in the game, babies!"

Rustyrose took a step back. "Wait. How can you stand? Your magic energy should be all but dried up. It doesn't make any sense!"

"Who cares?" Bickslow said. "All that matters is paying you back for all those free shots you got in and beating your ass. Let's go, babies!" His dolls cheered as they shot forward, crashing into Rustyrose's body with a thud.

Freed then leapt forward. "You shall soon learn the folly in underestimating Fairy Tail!" he cried as he slashed at Rustyrose with his rapier, sending forth purple runes in an arc. The runes connected with Rustyrose's midsection, pushing him into a boulder.

"They got their second wind!" Lisanna cheered. "And it feels like I'm back to normal, too. I wonder what happened, though."

"Well all that matters is that our magic is back and Freed and Bickslow can get back to winning," Levy said.

Lily scratched his chin. "Still, the whole thing is peculiar. I'm wondering if the phenomenon is also the reason why no one has returned yet."

"I'm sure it is," Lisanna said. "We felt weak, so I'm sure everyone else did as well."

Rustyrose sat up against the rock, wiping away some blood that trickled from the corner of his mouth. "Damn it, Azuma. What happened? You were supposed to weaken them by taking away their magic power. Why can they stand and fight back?" He stood and grinned. "Well, no matter. I suppose my fight won't be so one-sided after all. That's good!" He held his arms out to the side. "COME FORTH DARK TOWER OF DINGIR!" A burst of purple light appeared below Freed and Bickslow before a massive tower shot from the ground, snaring Freed, Bickslow, Lisanna, Levy, and Lily. He smiled evilly up at them. "This beloved Sacred Ground of yours will serve as your grave, fairies!"

Freed struggled against the tower. "What is this? I can't move!"

"Shit, neither can I," Bickslow said as he reached for his helmet. "Guess I got no other choice."

"Don't waste your energy, Bickslow," Freed said. "You know as well as I that that spell won't work on someone with glasses."

Bickslow chuckled as he lifted his face mask. "I never said that I was aiming for that freak."

Freed raised an eyebrow. "What?"

Bickslow grinned. "I'm counting on you. FIGURE EYES!"

"Happy to help," Elfman groaned as Bickslow's Figure Eyes took control of his injured body. He had been watching the fight with one eye open, wishing that he could help. Thankfully, Bickslow was about to give him that chance. He stood and shakily began walking over to Rustyrose.

"You used it on Elfman?" Lisanna cried. "But he's injured!"

"The guy had one eye open and wanted in," Bickslow said. "Who am I to turn him down?"

Elfman continued to trudge closer and closer to the unsuspecting Rustyrose. With a mighty cry, his skin began turning red and he began to glow green as the effects of Figure Eyes began to sink in.

"Take him down, man!" Bickslow commanded.

Rustyrose whipped around. "What in the world?" he asked before Elfman landed a left hook to the side of his face. Without skipping a beat, Elfman pivoted and spun on his leg, landing a fierce kick to the other side of Rustyrose's face.

With Rustyrose's mind elsewhere, the Tower of Dingir began to waver before disappearing in a flash of light, freeing Freed, Bickslow, Lily, Lisanna, and Levy.

"It worked! We're free!" Levy cheered.

"That was quick thinking, Bickslow," Lily complimented as he grabbed hold of Levy before she could fall to the ground.

Lisanna transformed her arms into bird wings. "Freed! Are you ready to finish this guy off?"

Freed put a hand on the handle of his rapier. "Of course."

"Alright then," Lisanna said as she lined up her feet with Freed's feet. "Here we go!" She pushed with all of her might, sending Freed shooting towards Rustyrose like a falling meteor.

"No!" Rustyrose cried as he found himself frozen in place. Freed was travelling far too fast for him to hope to avoid the attack.

"DARK ECRITURE!" Freed cried as his rapier began to emit a purple glow. "DEATH!" Freed swung at Rustyrose with his rapier, slashing him with his magic-infused blade. Blood sprayed from the wound as Rustyrose went tumbling across the muddy ground before coming to a stop. He lay motionless, his gray shirt stained crimson.

Freed sheathed his rapier. "We have won."

"We did it!" Lisanna cheered as she gently landed on the ground, her arms returning to her human arms.

Lily placed Levy on the ground before making his wings disappear. "It was definitely touch-and-go there. Thank goodness you two showed up when you did."

Bickslow leapt from his perch on his babies and landed on the ground. "Hey, we look out for our own."

"I'm still curious as to why we lost our magic in the first place," Lisanna said.

Lily scratched his chin. "When we were stuck in that magic tower, I did notice that the massive tree in the center of the island had fallen. Could that have something to do with it?"

Freed nodded. "I do believe so, yes. That tree is known as the Great Tenrou Tree. The legends state that it blesses members of Fairy Tail."

"I always heard rumors that as long as you have the Fairy Tail emblem on your body, the tree actually keeps you from dying," Bickslow said.

"Really?" Levy said. "That's great! That means that everyone who's injured will survive after all!"

"That's such a relief," Lisanna said. "But I'm curious; if the tree got knocked down, why did we get our magic power back?"

"Unfortunately, that is just another unanswered question," Freed said. "We just don't know enough at the moment."

"I'm afraid that I may have another one," Lily said. "What are the effects of the Tree's blessings on someone in the guild who doesn't use magic?"

"You're referring to Nikolias, aren't you?" Freed asked for clarification.

"Right," Lily said. "Does it only affect you if you use magic? Is he unaffected by this island's power?"

"I'm not sure," Freed said. "Perhaps it would keep him from dying as well, but I can't be sure."

"I hope so," Lisanna whispered while looking at her sleeping sister. If what Elfman had said upon arriving to camp was true and Nikolias really was heavily injured, would the Tree protect him from death?

"Hey you guys!"

Everyone turned to see Natsu, Lucy, and Wendy walking over to them all.

"You guys are back!" Levy exclaimed. "Thank goodness."

The returning mages stopped in front of the makeshift beds and their jaws dropped.

"Damn it. It's worse than I thought," Natsu said.

"They even took down Gajeel and Mira?" Lucy said in disbelief.

Wendy immediately knelt beside the wounded. "I'll use my magic to heal them."

"No offense, Wendy, but I'm not sure that there's much you can do for them," Lisanna said.

"She's right," Carla said. "You're magic power is dangerously low after that whole ordeal."

Wendy looked to the ground. "But I want to help."

"Anyway," Natsu began while setting Makarov down next to Evergreen, "where's everyone else?"

Lucy walked over to Natsu and set Cana down as well. "I would have thought more people would be here."

"No one's made it back yet," Levy said. "That means for all we know Gray, Juvia, Gildarts, Erza, Gracie, and Nikolias could all be in trouble."

"Can you fill us in at all?" Natsu asked. "What happened here for starters?"

Lisanna looked behind her at the unconscious member of Grimoire Heart. "That man there attacked us here. Thanks to Freed and Bickslow we beat him, but we lost our magic power all of a sudden half way through. Also, with all of the injuries, we were already at a major disadvantage."

"You guys lost your magic, too?" Wendy asked. "So it must have happened to everyone."

"We believe that the falling of the Tenrou Tree at the center of the island is responsible for everyone losing their magic," Lily said, "although we're unsure of how our magic was returned."

"We saw Gildarts fight this guy named Bluenote before we came here and I doubt he's in trouble, but what about the others? Do you guys know anything at all about the five others who are missing right now?" Lucy asked.

"We don't know anything about Gray, Juvia, Erza, or Gracie," Levy said before her face took a sudden sorrowful look. "However, as for Nikolias, there's the possibility that he was defeated."

"No way," Natsu growled. "How could he lose?"

"We don't know if he did," Levy said, "but when Elfman came here from the old base camp, he said that he saw a lot of blood and no body. Also, if Nikolias won, he should have been back by now."

Natsu shook his head. "Nikolias is fine. I know it." He cracked his knuckles. "Moving on to the important topic; I'm gonna go make those guys pay for everything that they've done."

"We're a little short on forces, don't you think?" Bickslow asked. "They somehow managed to get the upper hand on us and took out six of us that we know of. Who knows who else is down for the count?"

"We'll need a strategy," Lily said, "and I think I may have one. Grimoire Heart's ship is anchored on the shoreline just east of here. The plan is simple; we split into two teams."

"That makes sense," Levy said. "One team goes on the offensive and the other plays defense for the wounded."

"I guess it'll have to do," Natsu said. "Man, where is everyone? We could have used some more people. I bet that damn Gray is taking a nap somewhere."


Gray slowly straightened up to make sure that the strange feeling of weakness was truly gone.

"It would appear that your magic power is back," Ultear said as she walked over to Zeref and picked him up again.

"What the hell was that?" Gray murmured to himself before returning to the topic at hand. "Anyway, I still find it hard to believe that Zeref has anything to do with Ur's will."

"Allow me to explain it then," Ultear said. "When I was just a child, my father was murdered in cold blood by Hades. My mother was devastated and kept tabs on Grimoire Heart's actions until she could eventually avenge his death." Ultear looked sorrowfully at the dirt. "After she passed, I found her journal among her things. It was from reading her journal that I learned everything and it was then that I decided that I would infiltrate Grimoire Heart." She looked back at Gray. "However, Hades was far more powerful than I realized. My mother perfected the Iced Shell because she believed that it was the only way to defeat him."

"I never realized that that was the reason she learned that technique," Gray said.

"I wanted to defeat Hades with it, but even though I have Ur's blood running through my veins, I was never able to master it." She clenched her fists. "The only technique to defeat Hades and I can't even use it right. I'm a failure as a daughter."

"And Zeref?" Gray asked as he looked at the slumbering Dark Wizard.

Ultear smiled. "Don't worry. I plan on taking him away from here and sealing him away so that he can never be found again. Hades will never get his hands on him."

Gray looked up at the sky and sighed. "So that's Ur's will, huh?"

"You don't have to believe me, you know," Ultear said with a smile. "I thought I would tell you the truth, but it's entirely up to you to decide the meaning the words carry."

"Is that right?" Gray asked.

"Yes, because whether you believe me or not isn't what's important. What is important is getting Zeref off of this island. That and stopping Master Hades."

"You make it sound like beating this guy is a simple task," Gray scoffed. "I'm sure he's the master for a reason."

"Yes he is powerful, but he can be stopped. And you're the only one who can do it."

"Me?"

Ultear nodded. "Yes. I'm sure that if you use the Iced Shell technique that Ur created, you can defeat Master Hades. That monster of a man can finally be put down."

"Iced Shell, huh?" Gray said. He knew this spell all too well; it was the spell that Ur used to stop the demon Deliora once and for all. Of course, a spell that powerful had its drawback and it was a major one, for in order to cast it, the user had to sacrifice their own life in order to create the shell."

"Please Gray," Ultear begged. "My mother and I both dreamed that this would come to pass, so please make it a reality for the both of us."

Gray stood in silence for what felt like ages. He thought hard about what was being asked of him and he thought about the consequences of his actions, both positive and negative. Finally, once he had reached a decision, he spoke. "Alright. I'll do it."

Ultear's eyes widened with joy. "You will? You would do that for us?"

"Yeah. I'll do it. I'll beat Hades."

"But you are aware of the cost for using the Iced Shell technique, right?" Ultear asked, making sure Gray was fully aware of the risks at hand.

"Yeah, it's fatal to the caster. I know, I watched Ur cast it," Gray said. "So trust me when I say that I know exactly what I'm getting myself into here."

"I don't know what to say, Gray," Ultear said with a smile. "Thank you."

"Don't bother," Gray said. "It's not like I'm doing this for Ur and I'm definitely not doing it for you." He clenched his fists. "I'm doing this for Fairy Tail so that that jackass Hades realizes that messing with us was the wrong choice."

Ultear giggled. "I would expect nothing less from my mother's pupil and a mage of Fairy Tail." With that, she walked past Gray with Zeref as she made her way towards the shoreline.

Gray stared at the rain-soaked ground. 'Ur…'


Meredy sat against a boulder, looking at the unconscious body of Juvia, the woman who not only defeated her but also saved her life. She had pulled her from the water once the Tenrou Tree fell, for she could see Juvia getting weaker and weaker and part of her didn't want to see her come to harm. She wasn't sure why, but she figured it had something to do with how their battle ended. "If you have love, you have to live," Meredy whispered, for it was that phrase that had stopped her hand and prevented her from taking her own life in order to destroy Gray.

It was her love for Ultear that broke her. She wanted to kill her mother figure's greatest enemy, even if it cost her her life. But she was also selfish. She wanted to be by Ultear's side forever. She was her mother; not by blood, but by the bond they had. She didn't want to die and leave Ultear.

Meredy was also curious about the strength that Juvia had during the fight when it came to Gray. She couldn't believe how much power Juvia released whenever Gray was threatened or spoken of negatively. It was like she became a completely different wizard. Meredy wondered if that kind of romantic love was truly that strong and wanted to find that kind of love for herself one day to see if it was. She didn't really think about that kind of love, though, but it's possible that the reason for it was that she never got to meet a lot of other people outside of Grimoire Heart. However, there was one face that appeared in her mind that made her heart race. "Nikolias…I wonder what he's like?"

"Meredy."

Meredy looked up, joy appearing on her face at hearing the beloved voice of her mother figure. "Ultear!" She immediately stood up and her face showed shock. "No way. Did you find him? Is that…"

"Yes, this man here is Lord Zeref," Ultear said with a smile as she dropped Zeref to the water-soaked ground.

"This is great, Ultear!" Meredy cheered.

"There's been a change of plans, Meredy," Ultear said.

"What is it?"

"We're going to leave the island now."

Meredy raised an eyebrow. "Are you sure that we should leave the island already? Gray Fullbuster hasn't been dealt with yet and I can't seem to find him."

"Don't worry about it, Meredy," Ultear assured. "We need no longer concern ourselves with him, for he's not our enemy." She gave a wicked grin. "He's our pawn!"

"Our pawn?" Meredy questioned.

Ultear laughed. "I just can't believe he fell for that fairy tale I told him. What a fool! If everything goes according to plan then both Gray and Hades will be taken out together! It couldn't be more perfect!"

"Wait, why Master Hades?" Meredy asked. "Why do you want him to be defeated?"

"Because without him, Zeref will be ours and no one else's," Ultear said.

"You want to betray Master Hades?" Meredy whispered.

"Don't you see? Zeref is mine and mine alone. Anyone who wants to get in my way will be crushed."

"Ultear…," Meredy whispered.

Ultear sighed. "I must not get overexcited. After all, I can't expect Gray to actually defeat Hades. Still, even if he can't defeat Hades, he can at least distract Hades while we escape with Zeref. We should leave now before Gray is destroyed and his watchful eye returns to Zeref."

Meredy picked up Zeref and walked over to Ultear. "Okay."

Ultear looked over and noticed a blue haired woman lying on the ground. "Oh? And who's this?" Ultear asked as she walked over to her.

"Oh, that's Juvia. She's a close friend of Gray's," Meredy explained.

"Is that right?" Ultear asked as she summoned a magic blade in her hand.

"Wait, what are you doing?" Meredy asked with wide eyes.

"What does it look like?" Ultear asked. "I'm going to kill her."

"But why?" Meredy asked. "She's not even awake. Why kill her?"

"Be quiet," Ultear ordered as she raised the blade over her head. "This will further hurt Gray. Think about it. He can be killed by Hades or perform the Iced Shell and perish alongside Hades. Don't you think seeing his friend lying dead on the ground will drive him towards approaching Hades?"

"But Ultear, she doesn't have to die!" Meredy begged. "Gray believed your story, right? So he'll go after Hades no matter what!"

"Call it insurance then," Ultear shouted as her blade began to descend. However, before her blade could reach its target, it was stopped—by a thick wall of ice. The blade buried itself into the ice, stopping before Juvia could be harmed. "What?"

Suddenly, a figure riding a trail of ice shot out, grabbed Juvia, and carried her to safety. Ultear looked over to see Gray with Juvia in his arms, glaring at the two Grimoire Heart mages.

"He found us!" Meredy exclaimed.

"See, I just knew that something was up with you," Gray said. "And look at that, I was right."

"Oh? So you're smarter than you look," Ultear sneered. "Tell me, when did you finally realize that I was lying?"

"From the second you started talking," Gray shot back. "I knew you were full of shit, so don't think for a second that you had me fooled."

"So you were just playing along to figure out my motives?" Ultear asked with a smile. "My, how naughty of you."

Gray gently placed Juvia on the ground. "Other than the fact that I knew you were lying, there was one other thing that I didn't let you know. I made a promise that I would never attempt Iced Shell ever again, so that alone would have kept me from using it on your Master." He stood. "Even though it's all a bunch of bullshit, I don't care if Ur's will is to defeat Hades with the Iced Shell because I have a will of my own. And that will is that Fairy Tail will walk the path of life!"

Meredy was shocked by Gray's words. 'Life…'

"So you don't care about Ur enough to take out Hades for her?" Ultear asked. "How sad."

"Don't give me that crap. I know Ur would never wish to see me use that technique," Gray shouted.

Ultear sighed before she began walking forward. "I was hoping that you would get yourself taken out without me needing to fight you, but I can see that I have no choice now. It's surprising, isn't it? That bitch of a mother loved her pupils more than her own daughter. I think it's because of that that killing you will give me indescribable joy."

Gray whipped off his shirt, revealing his toned upper body. "I can see I'm gonna have to beat some respect into you since your mother isn't here to teach you that lesson."

"You've got a lot of nerve talking to me like that," Ultear hissed. "You don't seem to realize that you have no chance against me, for I am the leader of the Seven Kin of Purgatory and you're no match for me!" However, she couldn't even formulate another thought before a cold and solid punch connected with the side of her face, sending her to the ground.

Gray stood over Ultear, his right hand clenched and covered in ice. "You've got a lot to learn if you think that you can take me down!"

"Ultear no!" Meredy cried.

Ultear easily flipped off of the ground and landed in a battle ready position. "Don't worry about me, Meredy. I can take care of this. Just get Lord Zeref out of here."

Meredy hesitated for a moment, but nodded. "Alright. Good luck," she said before running off with Zeref on her back.

Gray grit his teeth. "Hey Juvia, you ready to get up yet?"

Juvia shot up into a sitting position. "Is that the voice of Juvia's beloved Gray-sama?" Juvia clapped her hands together. "What a way to wake up!"

"Enough of that," Gray said while pointing to the fleeing Meredy. "Just go after them! We can't let them get away with Zeref."

Juvia nodded and hopped to her feet. "Right." She made to start running, but a sudden sharp pain had her collapsing back to the ground.

"Are you hurt?" Gray asked.

Juvia grabbed her leg, remembering that it was her own hand that caused the injury. It was the only way to prevent Meredy from killing herself and Gray. "It's nothing serious," she assured. "Juvia promises that she won't let you down." She then took off crawling after Meredy.

Meredy looked behind her to see Juvia crawling after her with nothing more than her arms and a creepy expression on her face. She shrieked as she increased her pace. "Stop it! Your face is freaking me out! Leave me alone!"

"You will return with Zeref," Juvia demanded. "Gray-sama demands it!"

"No!" Meredy refused as she ran even faster, but Juvia was hot on her heels.

Gray sweatdropped. "I'll never understand her." Suddenly, a sharp kick landed on Gray's head, sending him flying.

Ultear smiled as she sent her orb towards Gray. "You should really keep your eye on your opponent. I'm surprised Ur didn't teach you that. PARALLEL WORLDS!" The orb suddenly multiplied and several orbs struck Gray's body.

He quickly recovered from the attack and took his Maker Magic stance. "ICE MAKE LANCE!" Several long and curved ice lances shot towards Ultear.

She didn't move. All she did was smile. "That will never work on me. I'll simply send your ice into the future." She lifted her hand. "Sublimate!" The ice lances immediately evaporated before they could reach Ultear.

"I'm not done. ICE MAKE HAMMER!" Gray shouted as he created a massive hammer of ice and sent it flying towards Ultear.

"And you still don't get it. Sublimate!" Once again, by simply raising her hand, Ultear made the attack evaporate and harmlessly disappear.

"What the hell?" Gray shouted. "Why is my magic so useless against you?"

Ultear raised her orb and allowed it to multiply. "It's quite simple really. FLASH FORWARD!" The orbs shot towards Gray, who was able to leap up and dodge them all. "You see, my Lost Magic is called the Arc of Time. It allows me to manipulate an object's time, sending it into the past or future as I choose." She brought her orb back to her and allowed it to multiply again. "I mastered this magic so that I could destroy a certain Maker Mage; my mother."

"You would kill your own mother?!" Gray shouted. "What kind of bitch are you?"

Ultear smirked. "Time for you to die now. FLASH FORWARD!" All of the orbs shot right at Gray once more.

"ICE MAKE COCOON!" Gray shouted as he became wrapped in a protective dome of ice.

Ultear giggled. "You still don't seem to get it. My, you're not that bright, are you? Sublimate!" Once again, Gray's ice evaporated, leaving him completely unprotected as the orbs descended upon him, crashing into him with incredible force. "So pitiful."

Gray stumbled out of the dirt cloud from the last attack and put his hands to the ground. "ICE MAKE FLOOR!" Ice shot towards Ultear along the ground. "How could you hate your mother so much when she cared so much for you?!"

Ultear evaporated the ice with ease and glared at Gray. "Sorry, but I don't believe you. My mother never cared for me."

Gray leapt at Ultear and threw a punch at her. "Of course she did! Ur used to cry every night because she couldn't tell you how she felt about you!"

Ultear easily blocked the punch and used her strong legs to headlock Gray and throw him into a stone wall. She smiled as she looked at his hunched over form. "So I see you finally realized that your magic is worthless when facing me, but brute force won't help you either."

Gray slowly got to his feet, his head bowed. "Don't misunderstand. I will beat you with my Ice Make Magic."

"It's impossible," Ultear said.

"It's not impossible because I believe in Ur's magic," Gray said while his right arm became covered in sharp ice from the elbow down.

"You're only wasting your time and energy," Ultear said. "You can't hope to win when I can easily control your ice."

Gray lifted his arm, thoughts of Ur flowing through his mind. He recalled when he first met Ur and all the training they went through. He recalled how Ur took care of him when he had nowhere else to go. He recalled when Ur gave her life to protect him from the demon Deliora. With all of these memories of Ur, he swung his right arm and slashed through his own right side.

Ultear took a step back. "What are you doing?"

A second sharp blade of ice shot out of Gray's left elbow, jutting out towards his shoulder. Both ice blades slowly began turning crimson in color. "I'll free you from the darkness. I'll seal it away." He looked up at Ultear with determination in his eyes. "Forever." Gray then dashed forward, blades ready to strike.

Ultear lifted her hand. "I already told you it won't work." However, no matter how hard she tried, the crimson ice wouldn't evaporate. "What?"

"ICE BLADE SEVEN STRIKE DANCE!" Gray cried as he began to slash at Ultear, each strike landing heavily on Ultear's body.

"Impossible!" Ultear screamed as she tried to endure the attacks. "I can't control the time of your ice?"

"That's because you can't control living things," Gray said as he continued his assault with two more heavy swings of his arm.

Ultear's eyes widened as Gray finished his attack with the seventh strike, landing a powerful slash to Ultear and causing her to fall to the ground. 'I see. He froze his own blood so that I couldn't control it.' Ultear pushed herself off of the ground and chuckled. "You're most tenacious, I'll give you that. You found a hole in my magic. Congratulations." She gave Gray a malicious smirk as she stood up. "But I won't be defeated here!" She then took a position that was all too familiar to Gray.

"That stance," Gray said in awe. "You can use Ice Make Magic?"

Pink mist formed around Ultear's hands. "ICE MAKE ROSEN KRONE!" Thorny rose whips made out of pink ice shot out and struck Gray, knocking him to the ground. "I won't be stopped. The Grand Magic World will come to be!"

Gray lay motionless for a while before pushing himself up. He let out a tired laugh. "I never thought I would see it again. I never thought that I would get to see Ur's magic again. But I guess it does make sense since her blood does flow through your veins."

Ultear's face twisted in anger. "Just die! ICE MAKE BLOOM!" Thorny, flower-shaped spheres of ice sprouted from the ground to attack Gray.

The attack landed, but Gray quickly recovered. He pushed off of one of Ultear's ice flowers and leapt at her.

Ultear tried to summon her magic blade, but she wasn't fast enough. Gray was able to tackle her down and they both went tumbling down a hill.

Gray grabbed her shoulders. "How the hell could Ur's daughter become such an evil monster?"

"You couldn't hope to understand!" Ultear shouted. The two continued to tumble until they catapulted off of a cliff and began plummeting to the sea below. "Ur abandoned me! My own mother abandoned her own daughter!"

Gray's eyes widened, but didn't have time to respond before the two crashed into the water. The two began to sink, but were not ready to stop the fighting. They repositioned themselves and prepared to fight anew while submerged in the sea.


"My mother, Ur, abandoned me when I was just a little girl. She left me in a strange and terrifying place known as the Bureau of Magic Development. Those people experimented on me day and night trying to amplify my magic power. I was scared and in pain. I didn't know what to do. All I knew was that I wanted to see my mother again.

"One night, while crying for my mother, my newly increased power was unleashed and created a hole in the ceiling of my room. I took the opportunity to escape that facility. I wanted to go home to my mother. After a day of running nonstop, I finally made it home. I finally saw my mother again. However, what I saw immediately wiped the smile from my face. My mother was with two young boys and she looked…happy. Seeing that—my mother with a smile on her face—made me realize what exactly was going on; my mother got rid of me so that she could replace me with these two boys. It was sickening. It was unforgiveable.

"I returned to the Bureau afterwards with the desire to obtain even more power. I wanted more power so that I could make my mother pay for what she had done. I obtained the power I wanted, but the facility was destroyed in the process.

"With new purpose, I searched for more knowledge and learned about the Dark Wizard Zeref. I read countless magic texts to make myself stronger. It was during this time that I was found by Master Hades. He told me about the Grand Magic World, a place where all kinds of magic could be used, whether it be light or dark. He also told me that I could learn a type of Lost Magic called the Arc of Time. He said that by learning it and using it in the Grand Magic World, I could retrieve lost happiness. I wanted to retrieve my lost happiness, so I allowed Master Hades to take me under his wing. I trained and trained so that I could master the Arc of Time. I did all of this so that I could turn my cursed life into one of happiness. That's all I ever wanted."


The two fired their Ice Make magic at each other, their power clashing in the middle. The two were evenly matched.

Ultear pushed against Gray's magic with hers, determined to defeat Gray.

"Help me!"

Ultear whipped her head around, stopping her magic. 'That voice…'

Gray swam up and spun around, landing a kick to Ultear's head.

Ultear began to sink to the bottom of the sea, her thoughts on the voice she was hearing.

"Please help me!"

'I know that voice. It's my mother's voice.'

Suddenly, visions of her mother appeared before her like scenes from a movie, a young Ultear clutched in her arms. "Please help my daughter! She was born with too much magic power and she's constantly running high fevers. Please, help her! I was told that you people specialize with cases like this!"

'My mother's voice…my mother's memories. Why am I seeing these? Oh wait. That's right. My mother's body melted into the ocean on Galuna Island, so I'm inside my mother right now.'

"Yes of course, ma'am. We will take good care of her. You have nothing to worry about," said a man that she recognized as one of the hooded men from the Bureau. "She will receive the treatment she needs."

"Thank you," said a relieved Ur.

The vision blurred slightly before clearing up once again, revealing another scene. A dark skinned man stood before Ur with hooded men and women standing behind him.

"What do you mean?" Ur asked. "You're lying! My daughter can't be dead!" Ultear's eyes widened upon seeing this.

The dark skinned man lowered his gaze. "I'm sorry, but there was nothing we could do. Her power was too great."

"No!" Ur cried. "You said you could help her! The whole reason I brought her here was so that you could save her! She can't be dead!"

The man turned his back to her. "I wish I could give you better news. I'm sorry." He began to walk away. "It's best if you don't see the remains."

Ur dashed forward only to be stopped by two of the hooded men. "No! Give me back my daughter! She can't be dead! Give her back to me!"

The visions vanished and all Ultear could see was the water. 'That's not how I remember it. That's not how I remember it at all.' She blinked as she snapped back to reality. However, it was too late.

Gray had his body in position, his right hand in his left palm. "ICE MAKE GUNGNIR!" A massive lance of ice shot up, snaring Ultear in its confines and pushing her to the surface. The lance broke through the surface of the water, extending towards the sky with Ultear trapped in its tip. She remained motionless as she stared at the sky.

Gray allowed his body to float to the surface. "You know, Ur told Lyon and me about you. She said that when you were born, it was like a light was shining in her heart. She dreamed of a bright future for you. She was so happy when you were born that she couldn't stop the tears from flowing. You were proof of her life and her tears. Ultear."

The ice holding Ultear shattered as she fell towards the water's surface. 'All I wanted was to bring about the Grand Magic World so that I could go back to a time when I didn't hate my mother. A time where I could see her again and tell her how much I love her.' Ultear's body splashed into the water, her body sinking as her will and strength to fight were gone.

Suddenly, she felt a pair of arms wrap around her and pull her towards the surface. She felt her body break the water's surface. She felt the arms drag her towards the shore where she was placed upon a rock. She moved her head slightly to see Gray standing on another rock, tying his shirt around his waist. She sat up. "I suppose my fight is over now. You've won."

"You're fight may be done, but I'm just getting started," Gray said through pants. He was clearly exhausted.

Ultear sighed. "You know you can't beat Hades alone."

"I know," Gray said. He turned to look at her. "But I'm not alone." He then slowly walked off to find his friends.

Ultear smiled and closed her eyes. "Best of luck, Gray. You'll need it."


"Alright, I think that with the people we have at our disposal now, this is the best course of action," Freed said.

Levy nodded. "Yeah, I agree. So is everyone alright with the teams?"

Natsu pumped his fist. "Hell yeah! Lucy, Happy, Wendy, Carla, Lily, and I will head to Grimoire Heart's ship and take that bastard down!"

"Meanwhile, Levy, Freed, Bickslow, and I will defend the base camp in case any enemies show up," Lisanna said.

"I'll even write enchantments to protect the camp with Levy," Freed added.

"Sounds like a good plan to me," Lucy said. Suddenly, booming thunder echoed in the sky and the rain continued once more. Bolts of lightning illuminated the darkening sky. "Man, the storm is back?"

Lily covered his ears. "I think we should get moving," he said with a wavering voice.

"Lily's scared of thunder and lightning?" Happy asked.

"No I'm not!" Lily defended.

"Storm or no storm, I'm with Lily," Natsu said. "I'm itching to beat up on Hades after what he did to Gramps."

Levy walked over to Lucy and took her hands. "Sounds like you guys are off. Be careful, Lu. Come back safe, alright?"

Lucy nodded. She was scared out of her mind to fight someone as powerful as Hades, but she wanted to be there to support Natsu. "Yeah, I will. Don't worry; now that my power's back I'm ready to kick ass!"

"They'll see what happens when they mess with Fairy Tail," Wendy said.

"Alright, let's get to it!" Natsu roared as he took off running.

"Hey, wait for us!" Lucy called out as she, Wendy and the three Exceeds took off after Natsu.

The base camp team watched them run off.

Levy looked at Lisanna. "They'll be okay against someone like Hades, right?"

Lisanna looked at her and smiled. "Of course. Don't forget, they have Natsu and if there's one thing I know about Natsu it's that he becomes even stronger when his friends are close to him. With Lucy by his side, I guarantee he'll be unstoppable."

"I wish we had more forces to give them, but too many of our members are missing," Freed said.

"Woulda been nice to have Erza, Gray, or Nikolias tag along with them," Bickslow said. "Hope they'll be okay without them."

"They will be," Lisanna assured. "They have to be."


The rain began to pour once more as Meredy continued to run with Zeref.

"I said leave me alone!" Meredy whined. "You're freaking me out!"

"Not until you give Zeref to Juvia," Juvia said as she continued to crawl after Meredy at a surprisingly quick pace.

"So that whole speech about love and life was nothing more than a ploy to save yourself?" Meredy asked.

"That's not true. Juvia meant every word," Juvia promised. "Juvia doesn't want to fight anymore than you do."

Meredy kept trying to run. "Like I believe that." Suddenly, Meredy could sense a presence in front of her, causing her to stop in her tracks. This forced Juvia to stop as well as she looked forward to see what stopped Meredy.

From the air, Zancrow landed in front of Meredy. "Well, well, well, look at what we have here," he cackled.

"Zancrow?" Meredy said in disbelief at her misfortune.

Zancrow put his hands on his hips. "Now where might you be going with Lord Zeref?" he asked. "I find it hard to believe that you're bringing him to Master Hades when our ship is in the opposite direction."

"Is it?" Meredy questioned, trying to quickly save herself. "I didn't realize."

Zancrow laughed. "You're a terrible liar! I know that you follow that bitch Ultear around like a homeless dog, so I know that you two are turning your backs on us."

"That's not true!" Meredy shouted.

"Like I care! I've caught you in the act. You're no longer part of Grimoire Heart, so die!" he shouted as he gathered his magic into his mouth. "FLAME GOD BELLOW!" Black fire erupted from his mouth and engulfed Meredy, who screamed in pain. Juvia was knocked away by the attack. Zancrow laughed wildly at seeing Meredy in pain on the ground. "And that's what you get for betraying us and taking something that doesn't belong to you!" He walked over to where Zeref lay and picked him up by his clothes. "I'll be taking Zeref to Master Hades now."

"No, please," Meredy begged, her voice weak from her injuries. "Zeref's part of Ultear's future. He's also part of my future. Please don't take it away from us."

"Oh please, are you really that stupid?" Zancrow spat. "Stop caring so much for that conniving bitch. Haven't you realized by now that she's just using you to get what she wants? Once she gets it, she'll toss you aside like day old garbage."

"You're wrong," Meredy said. "She made me a promise that when we reached the Grand Magic World, she would return my village to the way it used to be. I believe Ultear. She'll do it."

Zancrow laughed. "Why would you want that shitty place back to the way it was? I think that Kain and I made it look a whole lot better." He grinned maliciously at Meredy. "And who do you think led this wonderful attack? Why it was none other than your beloved Ultear! Hell, she slaughtered even more people than I did and that's saying something!"

Meredy's eyes widened. "I…I don't…believe you." Zancrow just laughed at her. She clenched her fists. "She wouldn't…she couldn't." Tears flowed from her eyes as she lay her head in the mud. "She didn't…"

"You can keep saying that, but it won't stop being true!" Zancrow laughed.

"Acnologia," came a soft voice.

Zancrow looked down at Zeref who was still firmly in his grip.

Slowly, Zeref's eyes opened, revealing bright red pupils. He looked at Zancrow, meeting his gaze. Suddenly, Zeref's gaze intensified and a wave of powerful and horrifying magic washed over the area.

Juvia's body felt cold. 'What is this magic?' she wondered before she felt sleep claim her.

The magic disappeared after only a few moments. Zeref was now standing and Zancrow was falling to the rain-soaked earth, dead.

Zeref glared at the now dead Zancrow with glaring red eyes before his eyes softened back to black. Upon seeing Zancrow through different eyes, his face showed sorrow. "Forgive me. You didn't deserve that fate." He knelt down and closed Zancrow's eyes. "The darkness I bear only increases now." He stood up and looked over at Juvia and Meredy who were both asleep. "At least those two weren't harmed any further." He began walking off. "It's my solemn vow that the suffering I've caused in the past will not repeat in this current era. I will be neutral and isolated, neither friend nor foe to anyone. That being said," he said as his eyes turned red, "should this era give way to a new one, there's a chance that I will be far more active." He closed his eyes. "I really hoped that you would have destroyed me before then, Natsu."

Zeref didn't notice that as he walked away, someone was listening to everything being said. And after hearing the words Zeref spoke he was terrified.

Doranbolt watched Zeref walk away. 'Please tell me I misheard him. There's just no way. Did he really say…Acnologia?'


Gray felt raindrops on his skin once more as he continued to walk through the forest. His wounds from his fight with Ultear were continuing to ache and slow his pace. He stopped momentarily to support his weight on a tree. "Shit. Everything's getting hazy," he mumbled, his other hand on his self-inflicted wound. He could feel himself losing the strength to stand, his momentum carrying him to the ground. 'So this is the end for me?'

However, before he could fall too far, he felt two pairs of arms wrap around him. His eyes opened and he looked to his right. "Erza?" He then looked to his left. "Gracie?" He huffed. "Show offs."

"Missed you too," Erza laughed.

"Man, you look like shit," Gracie commented.

"You're one to talk," Gray shot back.

"You know you should never insult a girl like that," Gracie said matter-of-factly.

"Right," Gray said.

"Well, that doesn't matter now," Erza said. "We've got business to attend to. Isn't that right, Natsu?"

Gray looked up and was surprised to see Natsu, Lucy, Wendy, Happy, Carla, and Lily standing before him. "You're all here?"

"I'm glad that you're all relatively unhurt," Wendy said. "Are you all feeling okay?"

Gracie smiled at her. "I feel like I got blown up, but other than that I'm 150 percent!" She then did a quick survey of the area. "So Niky's not with you guys, huh?"

Lucy shook his head. "No. We have no idea where he is. Sounds like no one really does."

Erza looked at her fellow swordswoman. "Don't worry, Gracie. He's alright. He'll catch up when he can."

Gracie nodded. "Right. I'm not worried about, Niky. Not one bit."

"I believe that," Gray said sarcastically.

"Hey that wound on your side looks painful. Erza, mind punching it to test my theory?" Gracie asked.

"That's enough, you two," Erza laughed.

"So Erza, Gracie, Gray," Natsu said, making them all look at him. He then gave them all a big smile. "Feel like getting some payback?"

Gray smiled back. "You know I do."

Gracie pumped her free fist. "We'll take him down a peg or two! Or ten."

"We'll fight together for everyone," Erza said.

"Then what are we standing around for?" Natsu asked. "Let's get to work!"

"Right," everyone said as they made their way towards the Grimoire Heart airship.

The final showdown was about to begin.