Chapter 61

Frozen Flowers

"Speech"

'Thoughts'

"Magic"

Flashback

Location / Date / Time Skip

The branch under the two girls broke and sent both crashing to the ground. Forcing themselves to look up, they saw a horrifying sight: trees were sprouting out of Azuma's body. "What's happening to you?" Erza asked.

"This is the price I pay for overusing my magic." He explained as Laki stood up. "Don't bother trying to save me. These trees will sprout no matter where I am. However, I will keep my word. Your friends power will return to them."

Laki hung her head as Erza forced herself up. "Tell me, do you know of Jellal?" She asked.

"Of couse... He's the one who was possessed by Zerefs spirit and became obsessed with him. He turned into a monster." Azuma replied as the trees grew bigger. "He's important to you, I take it?" Erza didn't have to answer as he looked at her. "My apologies... that was all a part of Ultear's plan."

Both girls looked at him in surprise. "It was to distract the council so we could work unimpaired. She truly is terrifying, maybe that's the reason master Hades trusts her so much."

"Answer me, why are so interested in finding Zeref?" Erza asked.

"Hades seeks the source off all magic." Azuma explained. "The very first power that this world birthed... that is what we are after."

"The first power..." Erza repeated as his face turned into trees. "And what happens if you find it!?"

"Jellal dreamt of paradise..." Azuma said. Erza struggled to stand but failed as the dark wizard turned into a section of trees.

Laki walked over and placed her hand on one of the trunks. Her hand turned into a fist as she hung her head. "He's gone..." She said before walking over and helping Erza up. "Come on, let's go find the others..." A bright light came from the overturned tree and every Fairy Tail member on the island felt their power return.

Base Camp

"Excellent." Freed said as he stood up.

"Let's get this guy." Bickslow added. "Eat this!" He sent his dolls flying at the dark wizard before Freed delivered a slash that knocked him back.

"What just happened?" Lisanna asked.

"I don't know, but it looks like we're all back to normal." Levy answered with a smile.

"You don't think that's why Carla and the others are late, do you?" Rose asked.

"What are you doing, Azuma!?" Rustyrose complained. "They were supposed to be nothing but dead flowers for us to crush!" Standing up, the artist decided to end this all at once. "Come forth, my Tower of Dinger!" A flash of light caught the fairies and trapped them in the tower.

"What's happening!?" Freed asked as he tried to break free.

"I'm freakin trapped!" Bickslow complained.

Lily and Rose were trapped by their tails and dangled like ornaments. "We're all stuck." He complained.

"This is where your guild dies!" Rustyrose shouted.

"Guess I've got no choice, I've got to use Figure Eyes." Bickslow said as he took off his mask.

"That won't work if he's wearing glasses." Freed reminded him.

"I know. Because the person I'm thinking of is too manly for glasses." He glanced down at the sick bay to see Elfman slam his fist into his chest. "Need your help for a second." Bickslows eyes started glowing green and Elfman stood up behind the laughing wizard. "Take him out!"

Elfman roared and kicked rusty in the back of the neck, forcing the tower to fade away. Lisanna turned her arms into wing and kicked Freed at Rustyrose. "Dark Ecriture: Death!" He gripped his sword before delivering a slash that knocked Rustyrose to the ground in defeat.

With Gildarts

Gildarts was on the ground in pain as Bluenote stomped on him. "So without all your fancy magic, the mighty Gildarts is nothing more than an old man." Gildarts caught the foot and surprised the dark wizard. "His power is back?"

"I can't be taken seriously if I let someone like you get the better of me!" He growled out before flipping Bluenote and punching him backwards.

"Yes..." Bluenote smirked almost psychotically as he stood back up. "Now this is a fight! Let's both soar as high as we can! Now, let's get serious!" He held up his hands and dust started flying towards a black orb. "Black Hole!"

"What the hell did you cast!?" Gildarts asked as he dug his feet into the ground.

"It's a spell that creates an infinite point of gravity that will swallow everything it pulls in." Bluenote explained. "Come on, let's fly!"

Gildarts slowly forced his way forward and held out his hand. The orb was sliced into chunks before it broke apart. "Impossible!" Bluenote shouted in shock.

"You wanna fly so bad, I'll give yo a hand!" Gildarts shouted.

"He crushed it with a shattering spell!?" Bluenote asked in shock.

"Crushing Evil, Spreading Truth: Eperium!" Gildarts pulled his fist back and delivered a super uppercut that launched Bluenote off the island.

With Gray and Ultear

Gray's body returned to normal and Ultear picked up Zeref. "Looks like your power has returned."

Gray wasn't listening as he was still lost in Ultear's words. "Ur's will, huh?"

"Whether or not you believe me is up to you." She told him. "I'm going to take Zeref off this island. You have to defeat Hades with the one spell that can do it. You have to use Ur's Iced Shell. Please, you're the only one who has to power to make my mothers dream come true."

Both looked at the ground before gray looked up. "Alright, I'll do it."

"You will?" Ultear asked.

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

"You do know what happens if you use Iced Shell, right?" She asked.

"I know what it can do." He replied. "I'm prepared to give my life to save my friends."

Ultear glanced away and smiled. "Thank you."

"Don't thank me." He told her. "I'm not doing this for you or Ur. I'm doing this for me and my guild." She nodded and walked away with Zeref slung over her arms.

With Natsu and Co.

"Come on, let's move it!" Natsu shouted as the group ran through the woods.

"Hold on Natsu." Lucy spoke up. "We don't even know what caused that whole thing before. Are you sure it's a good idea to be running?"

"We need to get gramps back to base camp, now." He replied. "For all we know they could be in trouble as well."

A growling caught everyone off guard as they turned to Happy. "Sorry, I guess I'm kinda hungry."

"Yeah, I am too." Natsu added. "Maybe we should find something to eat."

"This is horrible!" All looked up to see Carla flying over them. "I flew up to see how close we are to camp, and the Tenrou Tree is broken in half!"

Base Camp

"I guess that explains what happened to our magic..." Pantherlily mumbled.

"Legend say the tree increases the magic power of every member of our guild." Freed mumbled as he stood over Rustyrose.

"I've heard that it keeps you from dying if you've got the emblem on it." Bickslow said.

"That's great!" Levy cheered. "It means they're all gonna survive."

"But... if the tree got knocked over, how come all of our magic power returned to us?" Lisanna asked.

"Right now, we need to focus on keeping the others safe." Rose said.

Footsteps caught everyone's attention and they turned to see Natsu's group walk into view. "You guys are okay!" Levy cheered.

"Whoa... this is bad." Natsu mumbled as they stared at the beaten comrades.

"Even Gajeel and Mirajane were beaten..." Lucy mumbled.

"Don't worry. I can heal them." Wendy said as she crouched down and activated her magic.

"It's a good idea, but I don't know if you can heal them all." Lisanna said.

"You've already used enough of your magic power today." Carla said.

"You know Carla is right." Rose said.

"That guy attack us." Lisanna said, looking over at Rustyrose. "And then we all lost our magic power. Bickslow and Freed fought as well as the year could, but we barely managed to win."

"They're gonna pay for this." Natsu growled in anger.

"Cana and Master were beaten as well." Freed mumbled.

"This is really bad." Bickslow added.

"The Grimoire Heart Airship is on the east side of the island." Pantherlily spoke up. "We need to do a two prong attack."

"One offensive and one defensive." Levy added.

With Meredy

The empathic mage sat over the water wizard in worry. "Meredy." She looked up to see her mother figure walk over.

"Ultear?" She asked as she stood up. "Did you really find him?"

"Indeed I did." Ultear chuckled as she dropped the dark wizard off her shoulder. "This is Zeref." Meredy smiled at the announcement. "We have a slight change of plans. We're leaving now."

"But... I haven't managed to find Gray yet." Mered spoke up.

"You don't have to worry about him anymore." Ultear said, confusing the empathic mage. "He is no longer our problem."

"What does Zeref have to do with any of this?" Gray asked, holding his gut from the pain Azuma was causing.

"Listen to me." She said. "My father fought Hades, but was killed by him. My mother followed Grimoire Heart from that day on, waiting for the chance to avenge him. When she died, I found her journal and learned the truth. That day, I joined Grimoire Heart to avenge both my parents. But Hades was far more powerful then I ever imagined. My mother perfected Iced Shell because it was the only way to stop him."

"She did?" He asked in shock.

"Even though I'm her daughter, I could never learn how to use it myself." She continued. "As far as I can tell, that is the only to defeat Hades." She glanced over to Zeref and Gray did the same. "You can forget about Zeref. The second I get off this island, I'm going to seal Zeref away where no one will find him. I can keep him away from Hades. You're the only one who can defeat Hades."

"He's not even remotely a problem." She chuckled, confusing Meredy. "He's our puppet." She smirked before trying to hold in a laugh. "I can't believe she actually fell for that's story I made up. If those goes how I hope Hades and Gray will kill each other! I couldn't have hoped for a better plan!"

"Kill Master Hades!?" Meredy asked in shock. "Why?"

"Because then Zeref will belong to us." She explained.

"So were going to betray our master?" Meredy asked in shock.

"Gray, Hades, anyone and everyone who stands in my way will be in the palm of my hand." The time wizard chuckled darkly. "I will destroy everyone who comes after Zeref. He belongs to me!" Meredy just stared in shock of her 'mothers' plan. "Oops, I'm getting ahead of myself. I might be putting to much on Gray, but at least he'll make a decent distraction. Having Hades busy will make it easier for us to leave."

Meredy could only kneel down and pick Zeref up. "Let's get going before he spys us again."

"...Okay." Her daughter nodded.

Ultear was about to walk away when she spied Juvia. "Who is this?"

"Juvia, a close friend of Gray." Meredy explained. Ultear held out her hand and summoned a sword. "What are you doing!?"

"Going to kill her, obviously." Ultear replied, placing the blade to the bluenette neck.

"But why!?" Meredy asked. "She's not a threat, let alone conscious."

"No part of Gray will survive this island." Ultear explained, holding her blade high. "Death by Hades or Iced Shell. But seeing his friend dead will only strengthen his resolve!" She swung her blade at the girl, only for a wall of ice to catch the blade. Gray slid along a path of ice and snatched Juvia from her range before glaring up at Ultear.

"He found us!" Meredy shouted.

"I should have know better than to listen to you." He said.

"Oh, really?" Ultear asked. "So when did you figure out I was lying?"

"The second you opened your mouth!" He snapped back.

"Oh, so you were playing along the whole time, trying to figure me out." She said.

"I made a promise to a friend that I'd never use that magic again!" He said as he placed Juvia on the ground. "I don't care about Ur's will or not. I have my own will, and that will is telling me to stay alive with my friends!"

'Alive...' Meredy thought as Juvia smiled.

"Well, looks like you aren't as stupid as I thought you were." Ultear said as she walked forward. "Here I was hoping you could fight Hades for me. The truth is I was hoping to avoid fighting you myself. After all, you are here beloved pupil. So you've chosen the most painful way to die."

"You need to be taught some manners." He snapped back before throwing off his shirt. "And since your mother isn't here, I'll do it for her!"

"There is one important thing you should know." She chuckled. "You face the leader of the Seven Kin of Purgatory!" Gray broke into a sprint and coated his fist in ice. "Scum like you should grove and beg for your lif-" His fist hit her and sent her crashing to the ground.

"Ultear!" Meredy cried in concern for her mother.

The time wizard flipped through the air and landed in the ground. "Forget about me. Just get Zeref out of here!"

"O-okay." The pinkette nodded.

"Juvia, wake up!" Gray shouted.

The bluenette snapped up at the sound of his voice. "My darling Gray! Oh, how wonderful it is to be awakened by your voice."

"Focus up, will you!?" He shouted. "Go after her! We can't let them leave with Zeref!"

"Okay!" She took one step and her leg began screaming in pain. 'Oh, right... I did that to myself.'

"You okay!?" He asked.

"I'll be fine..." She replied. Meredy glanced over her shoulder and saw Juvia crawling after her. "Nothing will stop me from pleasing my beloved Gray!" Meredy broke into a sprint in a panic.

"Don't let me down." Gray mumbled. He turned back to Ultear who jumped and delivered a kick. Gray blocked it with his arm and when Ultear landed, she summoned her orb. She hurled it at Gray and it multiplied to pelt Gray before one knocked him into the air. "Ice-Make: Lance!"

Frozen spears shot forward and flew at Ultear. "I cast your ice into its future." She waved her arm and the ice turned into mist.

"Ice-Make: Hammer!" Gray shouted before a massive hammer of ice appeared over her. She held her hand out and did the same thing as the spears. "My ice attacks aren't working!"

"Like I told your wood working friend back on Galuna, your magic has no effect on me!" She replied as more orbs shot at him. "There's a reason I learned this magic, so I could kill my mother."

"Kill her!?" Gray growled as he remembered a crying Ur holding a little dress. He snapped back to reality and found himself surrounded by orbs.

"I have always hated her." Ultear growled out. "Flash Forward!" The orbs flew forward as Gray summoned a shield of ice. "That won't work." She waved her hand and the shield turned into mist, letting the orbs pelt Gray.

He fell to the ground and stood back up. "Why would you hate her!?" He shouted before launching a trail of ice at her. "She loved you!"

"You honestly think that!?" She waved her hand and the ice melted.

Gray sprinted forward with his fist back. "She would cry because she could never tell you how much she loved you!" He swung his fist and she dodged it. With a flick of her hips, she used her legs to fling him into an old wall.

"Trying to outmuscle me now that your magic is useless?" She asked.

"No..." Gray stood up with his head down. "I will beat you with ice, with HER magic."

"You honestly think you do that!?" She asked. "No matter what you throw at me, I can turn it into mist in the future or send it back to the past as water."

"I will do it." He held out his hand and coated with ice. "I believe in Ur's magic."

"Let it never be said I didn't warn you." She replied. "No maker magic will ever be able to harm me."

Gray swung his arm and sliced himself, shocking Ultear. "I'll set you free from the darkness inside you..." He mumbled as his ice turned red. "I'll seal it way!"

"How many times must I tell you!? Ice won't work on me!" He charged at her and she held out her hand only to get hit by him. "It didn't work!?" He spun around and struck her again and again. "What did you do!?"

"I listened to Laki when she talked about fighting you!" He replied. "She told me your weakness!"

'Weakness?' She asked herself before looking at his ice. 'Red ice!? Did he freeze his own blood!?'

"Ice Blade-Seven Strike Dance!" Gray finished the attack and Ultear crashed into an ancient wall.

'He injured himself just hurt me...' Ultear mumbled from the ground. 'He's just as foolish as Laki... but it doesn't matter. I will not lose to him!' She lammed her hands in a maker position, shocking Gray. 'I cannot lose until I reach the Grand Magic World!'

"No way..." Gray mumbled.

"Ice-Make: Rosen Corone!" She slammed her hands to the ground and a flower patch shot up and whipped Gray with its frozen thorns.

'This magic... it's just like Ur's.' He thought in midair. He hit the ground hard as the ice shattered. Ultear panted in anger and exhaustion, thinking she had won. "That spell..." He mumbled as he forced himself up. "That's Urs magic... guess it makes sense. You are her daughter."

"Shut up! She screamed before slamming her hands to the ground. More flowery vines whipped up and launched him into the air again. He jumped off the ice and crashed into her, sending them tumbling down a hill.

"How did you turn out like this!?" Gray shouted. "What made you so wicked and cruel!?"

"I told you to shut up!" She shouted. "You wouldn't care even if you did know!" Both rolled down until they flew off a cliff, sending them falling into the ocean. "That witch didn't want me!" Gray went wide before they crashed into the water.

Years Ago

'My mother abandoned me...' Ultear flashed back to a younger version of herself starring at a monstrous tower 'She left me behind and stuck me in a research facility. They subjected me to all manner of torturous 'experiments'. The scientist hooked her up to a horrifying machine with a glowing sun. 'They abused and mistreated me, left me screaming in pain.'

"I want to go home..." She cried on her bed before a blast magic broke the window in her room. She ran away from the place and made the long trek back home. Her whole body ached in pain, but all that mattered was going home. The snow crunched under her feet as she came to a stop. Her mother as in front of her, but with two young boys and a smile on her face.

'She abandoned me, replaced me, and was happier then I'd ever seen her.' She dropped to her knees and her tears started freezing from her magic. 'She will pay...'

'I returned to the station and let them do whatever they wanted to me. I wanted the power to kill my mother. Once they were no longer useful, I destroyed them. And then I learned of Zeref and his power, and Grimoire Heart found me. They promised me a way to return to my mother and kill her. They taught me the Arc of Time and promised me the power to travel in time.'Present

Present

The two sank into the water as their magic power started surging. 'All the sins I've done, all the pain I've inflicted, it's all so I can change my life and bring myself happiness.' Both fired their spells and they crashed into each other's. 'I'm going to the Grand Magic World!'

"Help me!" A voice cried out from nowhere, surprising Ultear.

'What? That's my-' Her thoughts were cut off when gray kicked her in the face.

"Help me, please!" The voice cried out again, confusing Ultear even more. "My daughter has too much magic power in her." Ultear finally recognized the voice as her own mothers. "The power is turning into a fever, she could die."

"Don't worry, we have a special facility for cases like this." A mans voice said as she saw Ur handing her over.

'It can't be...' She thought in shock. 'My mother melted and flowed into the after Galuna Island... I'm in her right now...

"You killed her!?" Ur shouted, shocking Ultear. "You were supposed to cure her, not let her die!"

"You wouldn't want her body." A 'doctor told her. "She's too damaged anyway."

"Give me back my daughter, damn it!" Ur shouted.

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

A glow caught her attention as she turned back to Gray. "Ice-Make: Gungunir!" A frozen spear tip trapped her before it rose out of the water with her inside. He floated up to the surface and just stared at her. "Ur told us about you. But ...the memories, they made her so sad."

Years Ago

Ur's House

Lyon and Gray stood in the door way of a room as Ur kept her back to them. "When Ur was born, it felt like my world was so much brighter. I dreamed of a world filled with hope for her. I had never felt so happy. Starting in the tiniest of bodies, she was so full of possibilities. The power of life... it overwhelmed me. I couldn't stop my tears from flowing. It was proof that I lived, my tear."

Present

The spear tip shattered and Ultear started falling to the water. 'All I wanted... was to go back to before I wanted to kill my mother. Just to be with her one last time...' Tears started falling from her eyes as she splashed into the water. Lightning crashed in the sky as gray pulled her to the shore line.

He tied his shirt around his waist as Ultear sat up. "This is the end of my fight." She said.

"But mine is just starting." Gray said as he started walking away.

"You can't defeat Hades." She warned him.

"Not on my own anyway." He replied, making her gasp. "I'm gonna need some help."

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* Well, the Kin are now defeated and that means the arc is getting close to done. See ya in the next chapter.

Beta read by JballinR12.