Chapter 32

Melting Frozen Hearts

"Speech"

'Thoughts'

"Magic"

Flashback

Location / Date / Time Skip

Erza's body gave out on her and she fell to the ground. Forcing herself up, she saw Azumas body being merged with the ground and trees spouting out of it. "What's happening? It's like you're being swallowed by the ground."

"I suppose I was a bit careless." He confessed. "Lost magic takes a heavy toll. I'll honors my word, your friends power will be returned to them."

Erza lowered her head for a second then looked back up. "Tell me, do you know a man named Jellal?" She asked.

"I do." He replied. "Supposedly he lost his mind after being possessed by Zeref's spirit. It left him an empty shell living a life without meaning. Was he close to your heart as well?" Her lack of a response was all the answer he needed. "My condolences. That was also Ultear's doing.

"It was all part of an elaborate scheme spanning several years. It was meant to distract the council at the time. Her skills are truly terrifying. Perhaps that's why Master Hades chooses to keep her closest to his side."

"Explain something to me." Erza said. "Why does your guild seek Zeref so intently?"

"To get closer to the primordial magic." He explained. "Magic that has existed since the world's creation. That's why..." Trees grew out of him at an alarming rate, cutting him off.

"Magic since the world's creation..." Erza mumbled. "And what would happen if you were to accomplish this objective?"

"Jellal had dreams of paradise..." That was the last sentence Azuma ever said as he was now a patch of trees.

"Primordial magic... She mumbled before a bright light came from the tree. Instantly, every Fairy Tail wizard on the island began regaining their power.

Base Camp

"Very good." Freed mumbled as he stood back up.

"Back in business." Bickslow said. "Let's rock, babies!" He sent his dolls flying at Rustyrose before Freed slashed at him.

"What just happened?" Lisanna asked.

"Whatever it was, our magic power is back now." Levy said with a smile.

"Did that bizarre phenomenon cause the others delay?" Lily mumbled allowed.

"What have you done, Azuma?" Rustyrose complained. "They're supposed to dead leaves ready to be blown away by the wind." Standing back up, he channeled his magic into the ground. "Come forth, Dark Tower of Dingir! Turn all the sorrow onto the fairies and return them to the refuse from whence they came!"

A light flashed under them before the tower appeared with them inside. "What is this spell?" Freed asked.

"I can't move!" Bickslow complained.

"We're all trapped in this thing." Lily said, dangling from his tail.

"This sacred ground will serve as your grave!" Rustyrose shouted.

Bickslow glanced over and smiled before elbowing Freed. "I don't think we have to worry about that." The vernette saw the same thing and nodded.

"Now, fall into the depths of-" He was picked up off the ground and slammed back into it thrice by his leg. He looked up to see an angry female Minotaur holding him before she slammed him down two more times, cracking the ground. With a final swing, Brianna let go and Rusty was embedded into the ground, knocked out cold.

The magic power gone, the tower faded and the group floated to the ground in various ways. "Man, are we lucky that you showed-" Lisanna started before she saw Slate carrying the wounded Nicholas into view. "Oh, god..."

"Get him on the mat! Get some bandages!" Levy shouted at Freed and Bickslow who raced to do her goals. "We just need to stabilize him until Wendy get her." Bickslow slung the Dragon Slayer over his shoulder and helped Slate carry him. "Where are you guys?"

Brianna returned normal as she just stared at the ground. "Hey..." Lisanna approached her and placer her hand on the girl's shoulder. "He'll be okay."

With Gildarts

"So the mighty Gildarts is nothing but a powerless joke?" Bluenote asked as he stomped on the ace. "I had expected much more from you, old man." Gildarts held up his hand and caught the foot. "Where is this power coming from?"

"I came here to show the younger generation how to hone their skills." He said, glaring up at the dark wizard. "You think they're gonna take me seriously if I let some dark guild lowlife get the better of me? My reputation is at stake so I gotta get back up!" He flipped Bluenote into the air and stood up before delivering a punch that sent Bluenote flying backwards.

He crashed into a rock and chuckled. "Oh, yes. This is what I wanted a battle where we can both soar to our highest skill. Let me show you why my name strikes fear into the hearts of men." He held his hands together and a black orb appeared in front of him. "Black Hole!"

The orb began sucking in everything around it, including Gildarts. "What kind of magic is this?"

"It's an infinite gravity well." Bluenote explained. "And nothing can escape its pull!"

"We'll see about that." Gildarts mumbled as he slid forward.

"Let's fly!" Bluenote shouted with a sick grin on his face. Gildarts reached out and the orb was sliced into chunks. "It cracked!" Bluenote asked in shock.

The orb broke apart and faded away. "If you wanna fly so badly, I can help you." Gildarts smirked before pulling his fist back.

"He crushed my Black Hole with a shattering spell?!" The sub commander asked in surprise.

"Crushing Evil, Spreading the Truth: Eperiun!" With all his power, Gildarts delivered a devastating uppercut that launched Bluenote into the air.

With Gray and Ultear

"It seems your magic power has returned." Ultear observed as she walked away from Gray and picked up Zeref.

"Ur's will... huh?" He mumbled.

"You can believe me or not, it's up to you." She told him. "As for me, I'm taking Zeref off this island. Listen, Hades must fall. I'm positive that with Ur's Iced Shell, he can be defeated once and for all. Please, Gray. My mother and I both dreamed this would come to pass. You have to make it happen."

Both stared at the ground in silence before Gray spoke up. "Okay, I'll do it."

"You will?" Ultear asked in shock.

"Yeah... I'll beat Hades." He said clenching his fist.

"You know that Iced Shell is fatal to whoever casts it, right?" She asked.

"I'm well aware of that..." He replied. "I know exactly what I'm getting into. That's why I'm doing this."

"Thank you Gray." She said.

"Stop it." He replied. "Cause I ain't doing this for you or your mother. It's for Fairy Tail." The two nodded and they walked past each other.

With Natsu and Co.

"Move it! Move it!" Natsu shouted as he lead his team through the forest.

"I just don't understand it." Wendy said. "One minute we're all in pain, the next we're all fine. What's going on?"

"Maybe we should all slow down." Lucy suggested. "Make sure were all back to normal."

"No chance." Natsu said back. "We need to get Gramps to camp now. Besides, we don't have a clue who is and isn't there."

Happy dropped to the ground in hunger. "No!" All looked up to Carla flying above them. "I just checked to see how far we are from camp, and the large tree in the center of the island has fallen!"

Base Camp

"So you guys all lost your magic power too, huh?" Brianna asked, having stayed by her partners side the whole time.

"Maybe It has something to do with that big tree falling over." Lily suggested.

"It's more commonly known as the great Tenrou Tree." Freed explained. "The legends say it blesses our guild members."

"Well the rumor I always heard about it is that if you have the Fairy Tail emblem on your body, it actually keeps you from dying." Bickslow added.

"That means all our wounded members will survive!" Levy cheered.

"Hear that, Brianna?" Slate asked. "He's gonna be okay."

"Wait, if the Tenrou Tree got knocked over somehow how did we get our powers back?" Lisanna asked.

"There are a lot of unanswered questions." Freed mumbled.

Footsteps caught everyone's attention as Natsu's group entered the sightline. "What the heck happened here?" Natsu asked in shock as he dropped the master to the ground.

"Gajeel... and even Mirajane..." Lucy mumbled.

"I'll start the healing spell immediately!" Wendy said as she crouched down in front of Gajeel.

"No you're not!" Brianna grabbed the young girl and dragged her over to Nicholas. "You're gonna start by healing him!" Scared of the girl's actions for the first time, Wendy nodded and activated her magic.

"That's no way to treat a child." Carla scolded the Take-Over mage before seeing the down Dragon Slayer. "Oh, god..."

"Even if she does heal him, I don't think she can help the rest." Lisanna said walking forward.

"Lisanna, I'm glad you're okay." Natsu cheered.

"Just don't push her too hard." Carla said. "She's overused her magic power today and needs to rest."

"What happened?" Natsu asked.

"That guy over there attacked us." Lisanna explained. "And suddenly all of us were drained of our magic power. Freed and Bickslow fought as best as they could, but if Brianna hadn't show up I don't know what would have happened. This is bad."

"Please don't cry Lisanna!" Happy begged. "We're gonna figures this out."

"I'm sorry." She said wiping some tears away.

"Master and Cana are injured as well..." Freed mumbled.

"Just what happened here?" Bickslow asked himself.

"The Grimoire Heart battleship is currently to the east of us at sea." Slate said. "Me and Lily have been talking and we think it's best to split up into two teams."

"An attack team and a defense team." Levy explained.

With Meredy

The empathic mage sat next to the downed water mage. "Meredy." She looked up to see Ultear walking over.

"Ultear." She said before standing up. "Did you find him? That man with you, is it lord Zeref?"

"Indeed it is." The time mage smirked. "It's lord Zeref." She let the Black wizard fall to the ground as Meredy smiled. "Theres been a change of plans, we're leaving the island."

"Are you sure we should leave so soon?" The younger girl asked. "I still haven't been able to locate Gray Fullbuster."

"He is no longer of your concern." Ultear explained, confusing the girl. "He's not our enemy."

"Just hear me out, Gray." Ultear said as Gray held his arm in pain from Azuma's action. "When I wasn't a little girl, my father was killed by Hades. My mother kept tabs on Grimoire Heart, bidding her time until she could avenge his death. After she died, I found her journal and that's when I discovered the truth. I made a decision that I would infiltrate Grimoire Heart. However, Hades was more powerful then I ever imagined. My mother perfected the Iced Shell because it was the only way to defeat him."

"That's why she learned it?" Gray asked.

"But Even though her blood is in me, I could never master it myself." She explained. "As far as I can tell, that is the only spell that is capable of defeating Hades. And I have failed at it." Both glanced over to the dark mage on the ground. "You needn't trouble yourself with Zeref. Once I am off the island, I will seal him away where he will never be found again. I will keep him from Hades reach. Please Gray. My mother and I both dreamed of this day. You are the only one who can make it happen."

"He's not our enemy in the slightest..." Ultear said with a smirk. "He's our pawn." She chuckled out before breaking into laughter. "I just can't believe he fell for that ridiculous story I told him. What a fool. If this goes well, I'll get rid of both Hades and Gray in one fell swoop. It almost couldn't have worked out more perfectly."

"Get rid of Master Hades!?" Meredy asked in shock. "But why!?"

"With him gone, we can keep Zeref entirely to ourselves." Ultear replied. "Hades, Gray and anyone else I please. I will have all of them dancing in the palm of my hand. I will crush anyone who tries to get their hands on Zeref. He's entirely in my possession." Meredy just stared at her 'mother' in shock. "Oh, I'm getting carried away. I'm almost certain that Gray isn't up to the task, but at least he'll keep Hades watchful eye away from us while we leave with Zeref."

Meredy reached down and picked up Zeref off the ground. "Let's depart before his eye returns to us." Before they left, she spotted Juvia on the ground. "Who might this be?"

"That's Juvia." Meredy said. "Grays close personal friend." Ultear held out her hand and summoned her sword. "What are you doing!?"

"Preparing to kill her, obviously." She replied as she pointed her blade at the rain girls neck.

"Shes not a threat, she's unconscious!" Meredy shouted.

"Be quite." Ultear said, holding the blade high. "This will limit Gray's options for the future. He can be killed by Hades or die preforming the Iced Shell. Seeing his friend dead on the ground like this will only drive him towards the inevitable!" She swung her blade and her metal was stopped by ice. A stream of ice then traveled around them as Gray pulled Juvia away.

"He found us!" Meredy shouted.

"I knew something was rotten with you." Gray said.

"Did you?" Ultear asked. "And when did you catch on?"

"From the second you opened her mouth, I knew you were full of crap!" He shouted back.

"Is that so?" Ultear asked. "And you were just playing along until you could figure out my true motives? Bad boy."

"I made a promis to never use that magic again." He said as he sat Juvia on the ground. "I don't care I feel this is Ur's will or not, because I have a will of my own! And it says that my friends and I are gonna walk the path of life!"

"My, my, I guess you're not so loyal to your master after all..." Ultear said as she walked forward. "I thought you at least eliminate Hades for her sake. It's such a shame, here I was hoping to avoid fighting you myself. After all, that witch loved you more than her own daughter. I'm afraid I might enjoy killing you so much my heart will explode in joy."

"You need to show some respect for your mother!" Gray shouted before throwing his shirt off. "And since she's not around, I'll teach it for you!"

"You've made a grave mistake in threatening me like that." Ultear declared. "For I am the leader of the Nine Kin of Purgatory! And scum like you have no chance against-" She stopped talking when Gray crashed an ice coated fist into her face.

"No, Ultear!" Meredy cried out.

Her 'mother' flipped over and landed on the ground. "Don't worry about me. I want you to hurry and get Zeref to the extraction point."

"Right!" The girl nodded.

"Hey Juvia! Time to wake up!" Gray cried out to the downed bluenette.

Instantly, Juvia snapped up. "That's my beloved Gray! Waking to the gentle whispers of my loves voice, what a glorious start to a day."

"Snap out of it!" He shouted before pointing at Meredy. "You've got to after her! We can't let them get away with Zeref!"

"Kay!" She took one step and her leg gave way to incredible pain.

"Are you hurt!?" He asked.

"Yes, but I can handle it..." She replied. "I'll do anything for my beloved..." Juvia dropped to her stomach and began crawling after a terrified Meredy. "A little pain isn't going to stop me."

He turned back to Ultear only to be met with a boot to the face. She landed from her jumping attack and launched her orb at him before it multiplied and blasted Gray. He jumped up in the air and slammed his hands together. "Ice-Make: Lance!"

Spears of ice shit forward aimed at Ultear. "I'll simply cast your ice into its future, sublimation." She waved her hand and the ice turned into a mist, shocking Gray.

He slammed his hands back together. "Ice-Make: Hammer!" A giant chunk of ice fell down over Ultear.

"Into the future." She simply said before the hammer turned to mist.

"Damnit!" Gray cursed. "My ice attacks are completely useless against her."

"Well what did you expect?" She mockingly asked as her orb multiplied and tried to hit Gray. "I mastered Arc of Time to kill a Maker Magic wizard, my mother. My entire life I wanted nothing more then to do away with her."

Gray gasped in shock at the statement. "You're sick..." He told her. "You'd kill your own mother?" His mind traveled back to Ur crying while holding a small dress.

He snapped back to reality and found himself surrounded by orbs. "I've never stopped hating her." Her orbs launched at him as he summoned a shield of ice to protect himself. "Nice try." She waved her hands and the shield turned to mist, leaving Gray to take the full force of the attack. "Flash Forward!"

The orbs blasted Gray as he cried in pain before he rolled up. "Why!? I know Ur cared for you!" He slammed his hands to the ground and ice started shooting at Ultear.

"Did she!?" She mockingly asked as she waved her arm, making the ice sublement into mist.

Gray charged at her with his fist pulled back. "She used to cry because she couldn't tell you how she felt!" He screamed before Ultear dodged his fist and flung him into a wall.

"Resorting to brute force now that your ice is useless?" She asked in the same mocking tone as before.

"No..." He mumbled as he stood up. "I'll beat you with ice. Just watch, I'll bring you down with Ur's magic."

"That's impossible." She replied. "Arc of Time controls an objects time. Ice sent into the future sublements, and sent to its past becomes water."

"I can do it..." He said before coating his arm in ice. "Because I believe in Urs maker magic."

"Very well, don't say I didn't try to warn you." Ultear said. "You cannot defeat me, Gray. Not with your pathetic maker magic."

Gray swung his arm and sliced himself, shocking the girl. "I'll free you from the darkness..." He mumbled as his ice blade turned red. "I'll seal it away..." A second ice blade grew on his other arm and it turned red as well. "Forever..."

He charged her as she growled at him. "I told you your ice won't work." She declared before feeling the force of his attack hit her. 'What happened!? I can't control its time!?' He struck her two more times as he spun around. "What the hells going on!?"

Another strike hit her and she flew backwards. "It's over because you can't control the time of sentient beings!" He shouted.

'No... that's not ice...' Ultear realized before two more hits struck her. 'He's frozen his own blood!'

"Ice Blade: Seven Strike Dance!" He declared before the final blow launched her through the same wall she sent Gray into.

'Losing the battle to win the war...' She thought in anger from the ground. 'Such tenacity... but I swear I won't lose this battle!' She stood back up and slammed her hands together.

Gray recognized the stance instantly. "No way, that stance..."

'I can't not before I reach the Grand Magic World!' She said before slamming her hands to the ground. "Ice-Make: Rosen Corona!" Frozen flowers shot out of the ground and launched Gray into the air.

'She's using the exact same maker magic as Ur!' He thought in midair before crashing to the ground. Ultear panted heavily as she watched Gray force himself stand up. "That spell... I'd never thought I'd see it again... It was hers... you used Urs magic. I guess it makes sense since you share her blood..."

"SHUT UP!" She screamed before blasting him with another ice spell.

Gray jumped off a vine and tackled her, sending them both tumbling down the hill. "How the hell did you become such an evil person!?" He shouted. "What's wrong with you!?"

"Like you care!" She shouted back. "You could never understand what I've been through! That witch abandoned me!" Both rolled off the island and splashed into the ocean.

Years Ago

A young Ultear was standing in desert sand as the wind blew around her. In front of her stood a curved tower and some masked scientists. "Young lady, I ask that you please come with us." The leading scientist said, offering her his hand.

They lead her inside and down a hall. "Where'd mama go?" She asked.

"She's gone home, but don't worry." He replied. "She brought you here because she knew we would take good care of you." They came to a stop as a door magically opened. "Please step into your room. We have a change of clothes waiting for you. You mother will only see you when your magic power has grown stronger. In fact, that's the whole reason she left you with us."

They pushed her in and the door closed behind her. With tears in her eyes, she changed clothes. "Why mama? Why'd you leave me? I just wanna go home."

The door opened and the scientist stood before her. "It's time." He lead her to a room better suited for torture and began cruelly experimenting on her. The process repeated itself for days with no sign of stopping.

One night, she was crying on her bed begging for her mama. "Please mama..." Magic power began building up before it overflowed. "Mama!" The magic exploded out of her and the window above her shattered. Seizing her chance, Ultear climbed out of it and began running. Her tired body, her sore muscles, none of that mattered. All she wanted was to go home.

She didn't know how far she ran before the sand turned to snow under her feet. Her battered body finally stopped when she saw her mother below her. The smile on her face dropped when Ultear saw her mother with two boys and a smile on her face. Her body gave out and she dropped to her knees. Tears fell from her face that quickly froze from her magic. 'Unforgivable.'

Ultear returned to the bureau and let them run their experiments, no longer caring about the pain she felt. When they served their purpose, she then destroyed their station and left. Time passed before she was found by Grimoire Heart, Zeref and Hades. "The Grand Magic World is dependent on his revival. Without lord Zeref, it is just a dream."

"What's the Grand Magic World?" She asked, looking up from her book.

"A realm where wizards are free to use whatever magic they want." He explained. "Nothing is off limits, not even spells that can return lost happiness."

Ultear gasped at the statement. "Retrieve lost happiness!? You can do that with magic?"

"Yes, with the Arc of Time." Hades answered. "It's complicated, but I'm sure you can master it. In the Grand Magic World, the wizards who use it will become time travelers."

Present

Both wizards floated under the water before bringing their hands together. 'If we succeed, I can start all over again. I'll have the chance to turn my cursed life into one of happiness.' Both fired their magic and they clashed under the waves. 'I will bring about the Grand Magic World.'

"Help me!" A voice cried out, confusing Ultear.

'A voice!?' She asked herself before looking around. 'Where's it coming from?'

Gray took advantage of the situation and kicked her. "I need help, I'm begging you!"

'It's there again.' She thought before kicking Gray back.

"My daughter is suffering because she was born with too much magic power!" The voice said.

Ultear finally recognized the voice as her mothers. 'This must be her memory...' She realized.

"There's so much in her tiny body that her fevers won't go away!" Ur explained.

"Calm down miss." A new voice spoke up. "We have a facility that specializes in cases like this."

'My mothers memories... but how am I seeing them?' Ultear asked herself extremely confused. 'On Galuna Island my mother melted and floated into the sea. The sea... I can feel her all around me.'

"...What the hell did you monsters do to my baby!? She's dead?" Urs voice shocked Ultear. "I brought her here because you specialize in cases like this. And now she's dead?"

"It be best for you not to see her." The head scientist replied before walking away.

"Give my daughter back to me!" Ur begged.

'Her memory is so diffrent from mine.' Ultear thought.

Gray slammed his hands together and got her attention once again. "Ice-Make: Gunginr!" A massive ice speartip trapped Ultear inside it before it shot out of the ocean. Ultear stared up at the sky as Gray floated up. "Ur told us about you, but the memories... they were too painful for her."

Years Ago

Gray and Lyon stood inside a room as Ur looked around it. "When my daughter was born, it felt as if a brilliant light was shining in my heart. One look and I just knew she had a bright future awaiting her. Back then I was so happy. Packed inside her tiny body were limitless possibilities. My eyes overflowed with tears of joy that couldn't be stopped. She was proof of my life, she's proof of my tears."

Present

The ice shattered and Ultear began falling to the sea. 'All I wanted was to go back to a time before I hated my mother. All I wanted was to see my mother and tell her I loved her one last time.' She crashed into the water and Gray helped pull her to shore. "I guess this means it's over for me." She told him as he tied his shirt around his waist.

"I wish I could say the same." He replied before he started walking away.

"Be careful. You can't defeat Hades on your own." Ultear warned him.

"I know." Gray said back, confusing her. "But I'm not alone."

We lost a great creator this week. Stan Lee, you'll be missed more than you could ever know. Excelsior!

And with this scene, Ultear became one of my favorite characters. A complex backstory, a hidden desire, an interesting power. I'll be honest, before these episodes I hated her. But after this, she's became so much better then some of the other girls in this show. *Cough* LUCY! *Cough*

And was anyone else creeped out by that sun? Seriously, that shits just not right. In any case, the Nine Kin are done so the big fight is just around the corner. See you then.

Beta read by JballinR12.