A single room...

For the longest time, all Ultear knew was a single room filled to the brim with anything a child could ask for. The magically reinforced walls were lined with pictures, and the carpets were fuzzy and soft. The entire stage was brought together with the single window overhead that showed her a constant view of the sky.

She was left in the room when she was young and had stayed here for years. She was left here by her mother, given a number she had long forgotten before she escaped. She escaped and ran back to the one who she longed for every day, every moment.

Until she saw that her mother had replaced her.

After that, she didn't care anymore, something was broken, and she didn't want to fix it.

She just wanted revenge, and the room she had been kept in was the path to it.

So she went back and was given a new number.

Number 32.

Ultear was given the last number because she would be the final number they worked on. She would be their magnum opus, and she was okay with that. She wanted it because the strength she would gain in return would be essential.

She couldn't kill her mother without it.

So she returned to the facility, the room with a single window and an array of stuffed animals she'd never found comfort in. The pink wallpaper was painted with rainbows and daisies to make a stupid child believe in foolish dreams.

That was how it went for months, and she never complained.

Even when they tore her apart and put her back together. Even when they isolated her from the other numbers, with the excuse that their mediocre performances couldn't be allowed to influence her. Even when she was forced to beat them one after the other to prove to the scientists that she was their 'prize' and was worth their attention.

Even after all that, she was OK because she was getting stronger. She had to become stronger; she couldn't kill her mother otherwise. She'd sit in this room for the next ten years if she could reach the level her mother had climbed to...

She'd sit in this room for eternity if it let her surpass Ur.

But nothing lasts forever, and eventually, the strength they gave her began to fade. The power they were giving her was starting to trickle, and ultimately, she knew it would come to a complete stop...

Ultear couldn't let that happen.

So she decided to leave, but this time, she wouldn't leave the building standing. She would destroy it, and she knew exactly how to do it.

She just needed to get to the lab.

Thankfully, she already had a good idea of how to do that, so now she just had to wait and pick a day when she felt comfortable enough to escape. Whether it was in broad daylight or the middle of the night didn't matter...

It's not like there was a mage that was strong enough to stop her anyway.

So she bided her time and prepared to find the magic that would help her kill her mother as soon as she left this shit-hole in ruins. Her dwindling days in the lab were boring, and her nights were dull; the only thing she could do to pass the time was to watch the sky pass her little window until she drifted to sleep.

Except for one night when all her plans came to a screeching halt.

When a scratching sound woke her in the middle of the night.

Someone's in my room.

Ultear jumped out of her bed on instinct and froze everything in her room, the ice crawling from under her as it covered the walls in a thin layer of frost.

"Who's..."

Ultear's thoughts trailed as she spotted the source of the scratching noise.

Is that... a hand?

Ultear watched in morbid fascination as the hand, pitch black and murky, like it was made of a raging river of ditchwater, cracked the layer of ice. Its razor-sharp finger tilted back into the wall and continued to scratch the message it had been sending before she woke up...

The message that shook her to her core for the first time in years.

I know the magic that will help you kill your mother

Ultear could only watch as the hand finished off the message, fading as soon as the thrum of the rune magic that encompassed the building every night slowed to nothing. Leaving her alone with only a single message, which she read over and over and over again.

If you want it, get me out of here - 17

The message that captivated her until dawn.


Ultear didn't end up going back to sleep that night, and after staring at the wall for hours, she finally came to a decision. She committed to it the instant the door to her room opened, and her 'caretaker' walked in. The red robe covered his entire body, signaling his role in the lab and assuring her that he was here for one thing and one thing only.

"It's time for your practical 32..."

To see if she was still worth putting on a pedestal.

"Follow me; you'll be up against number-"

"Bring me 17."

Ultear's voice was quiet yet firm, startling the red-robed scientist who had come to get her for training that morning. Ultear spoke in an icy tone that left no room for whatever argument the scientist might try to present.

"I'll beat the other guy afterward, but bring me 17 first. I need to confirm something has been bothering me since the incident."

Ultear watched as the robe seemed to stall, his voice low and accusing as he spoke, "I thought you already confirmed-"

"I did, but now I'm curious..."

Ultear let a little bit of her power flood the room, the ice crawling across the floor towards the robe, Ultear's voice mocking and cruel, just like she knew the red robe liked it, "I wonder if he can survive again..."

Ultear felt the seconds tick by, watching as the man in the red robe responded precisely as she expected him to: "Wonderful..."

With a crazed and cruel enjoyment that came from the idea of 17's death

"I'll bring him right away."

Ultear hummed in response, pulling back her magic power as the robe left the room. Ultear clicked her tongue as she looked over the thin film of ice on the wall, which she promptly melted to reveal the message underneath.

"You better be worth it, 17..."

Ultear didn't want to keep her promise to the red robe if she could help it.


Ultear waited for the door to open again for about 15 minutes. The red-robed man waltzed back into the room with a light step before moving to the side to reveal the boy with dead red eyes following behind him, robotic in every little action he took.

Something's different...

Ultear took in the boy's slight trembling, which she could tell wasn't from fear or nervousness but pain. He struggled to stay upright with every step, even though he should've been healed already so he would be in good condition for the experiments.

They should've already healed what I did to him.

She didn't see any bruises on his neck from her vines, so she didn't understand why he was still injured...

"All right, 32, I'll give you a few minutes..."

Although if she was going off the red robe's gleeful voice.

"Try to leave a few pieces of him for later if you can."

He probably had a few extra lessons with 17 after their spar yesterday.

It was the robe.

Ultear took that with a hidden curiosity because she knew far too well how painful the red-robe's attention was. Yet 17 had not only accepted it; he even had the gall to send her a message that same night. Even when his body should've been in mind-numbing agony, and the only thing he could've wanted to do was sleep.

Maybe 17's more dangerous than I thought.

Ultear was now thoroughly intrigued by the boy before her because she thought she knew this place inside and out. From the scientists to the dwindling Numbers over the years, she had made sure to take note of everyone that could threaten her and, more importantly, her plans. It was an easy task because she had fought almost everyone, barring a few of the earlier numbers that had disappeared before she arrived at the lab.

There was a long list of numbers that she had fought and defeated to keep her place as the best, and of them, the only ones she considered dangerous were 8, 21, 24, and 28; the rest were forgettable.

With none more forgettable than 17, who had no access to magic whatsoever.

The boy had a growing magic container yet couldn't utilize it, no matter how much time passed. Seventeen only applied to the scientists as a data point and nothing more.

Until now, it seems.

With that thought, Ultear watched as the red robe left the room to give them a little privacy, or more accurately, to provide them with the pretense of privacy, while he eagerly waited for screams on the other side of the door. An act that Ultear could only scoff at as she focused on the boy who was as unfazed by the entire ordeal as she was. With the same dead eyes that he had when he entered the room.

Except this time, there was a little glint in them that wasn't there when he entered.

I'm done waiting...

Ultear didn't know if 17 could answer her prayers, but she would play with his little ploy for now. She had nothing to lose and everything to gain by seeing if his message was genuine.

If the ounce of hope in his eyes was well founded.

"Well, now that he's gone, let's get to point 17..."

Ultear sent ice to the door, smothering it so the robe couldn't hear from the other side. She also made sure no one could get in or out while she found out if number 17 had what she needed him to have.

"What do you know..."

The magic he claimed to have access to that would let her kill her mother.

"About my mother's magic?"

Ultear watched in silent anticipation, her eyes boring into 17's dull ones. The two wore matching expressions that guarded what they were genuinely thinking.

Until Ultear saw 17 give a small, humorless chuckle. He said, "Why would I know about ice magic?"

Ultear blinked in surprise, her eyes narrowing before 17 spoke with a hint of a smile. His hand reached his throat, like he was surprised he could talk after all this time. "I don't know about ice magic, and frankly, I don't care. What I do know is how to defeat it..."

Ultear felt her magic flare as 17 tilted his head, a small smile on his face as he hung up his grand prize right before her nose. Letting his best hope for her cooperation fall out into the open, "I know a mage that can teach you time magic..."

Ultear felt the hairs on her neck stand up as 17's shadow extended on the wall. The vague humanoid outline stretched itself on full display and showed her a shadowed timeline of its progression from a small boy's shadow to a teen to a young man until it hunched over into the shadow of an older man. Finally, it crumbled into itself before returning to 17's side like it had never even left in the first place.

All the while, 17 had a knowing and confident smile.

"So what do you say..."

His words were self-assured, like he knew her to answer before he entered the room. The possibility of her refusing his offer was nonexistent as if it wasn't even an option.

"Ultear."

Because he knew everything about her, and she didn't know anything about him.

I was wrong.

Ultear was wrong when she thought she knew this place inside and out. She was wrong when she thought there wasn't a mage in this building that could be a threat to her...

17's the scariest one here.

Seventeen had found out about her past, and if what he said yesterday wasn't a lie, he had done it in a little over a year. Seventeen had used the weird shadow magic that sat silently on the wall and discovered exactly what she wanted and how to use it to save himself.

17 was far more dangerous than any of the other numbers.

What should I do...

Ultear pondered the offer as Seventeen waited patiently for her answer, his shadow unmoving on the wall behind him.

I don't think he's lying.

Ultear could tell that 17 was hiding the details, but he wasn't lying. The fact that she could hardly sense his shadow when it was on the wall was proof enough.

He probably used it to spy on the robes and get information on me...

It would have taken a while, but it would be possible with an hour each night. Time-consuming, sure, but it's possible.

As for the idea of time magic.

It was perfect.

Time magic would allow her to surpass her mother; with just the flick of her wrist, she could turn ice into water. There wouldn't even be an issue anymore.

She would surpass her mother and those two little thieves in one fell swoop.

I need to have it.

Ultear couldn't let the chance pass, and even if she hated being used by 17, she would have to accept it.

"All right, 17..."

She had promised herself long ago that she would do anything for strength.

"I'll help you."

This was no exception.

"You know what will happen if you don't deliver... right?" Ultear's words fell heavy, followed by a chill that promised she wouldn't forget or forgive his betrayal. She would hunt him to the ends of the earth if he didn't make good on the promise he was making, on the magic he was offering in exchange for his freedom.

A fact he seemed to know well because he just chuckled dryly, "Of course. Now, when do you want to escape?"

Ultear took note of the small relaxing of 17's shoulders like the weight of the world had been lifted now that he was assured a way out. Something that made her feel a little better because it meant the 17 wasn't 100% sure she would help him.

He was just really good at hiding his nerves.

He's a good actor.

Ultear marked it as something to remember, looking out the window at the blank white clouds that covered it from end to end, "We can leave whenever you want. I just need to get to the lab. I planned to freeze the pipes that flood us with ethernano and turn the machine on. Figured the explosion would destroy everything after we leave."

Ultear glanced at 17, watching as he gave an 'ah' in understanding, immediately followed by a tilt of his head as he asked with less caution than before, "How are you going to find the room? It'll be different today."

Ultear scoffed, "I'll just use the head covering the red robe has; there are runes inside that act as a guide. I'll be able to locate the lab if I use them, and escaping the building itself won't be that hard either."

The last time Ultear had escaped through blind luck and desperation, now that she was stronger than anyone in the building, it wouldn't be that difficult. She just had to kill the red robe, the strongest mage, and the rest would tumble like dominoes.

"I just need an opportunity to kill the red robe; after that-"

"No."

Ultear paused, flinching in surprise as 17 met her eyes, all pretenses of his earlier numbness gone. His eyes were cold with fury as he spoke through clenched teeth, "I'm the one who gets to kill him." Seventeen's words were filled with finality, his magic seemingly in agreement as the shadow on the wall flexed its razor-sharp fingers. The two's conviction—or 17's conviction since it was his magic—made Ultear pause in her thoughts.

Interesting...

A moment of silence passed before Ultear gave a hum of acknowledgment and a slight nod, catching the gratefulness that flashed in 17's eyes before she glanced towards the frozen door. A hint of a smile graced her lips as she thought of the red robe that hid behind it without a single clue as to what they were talking about.

"All right..."

The red robe that was waiting to die.

"You wanna escape today, then?"

And if she were going off the excited smile crossing 17's face, the red robe wouldn't see it coming.


The 'doctor' wasn't a patient man.

There were innovations he had to develop, tests he had to run, the training he had to supervise, and investors he had to impress.

To impress his boss, he needed to do a thousand things, including experiments. That required sending back consistent results, and he couldn't afford to waste time. That meant every moment of his time was precious, even more so since the Numbers he could work on had dwindled to near nothing. Only three were left.

Or, more accurately, two actual Numbers left and a dud that he kept around because it was amusing.

This is the best use I will get out of 17.

Initially, he thought 17 would be a sacrifice like all the others that reached the end of their experiments, but this was a better alternative. Unlike all the others, the 'doctor' was more than willing to use 17 for 32's development instead of shipping him off to his demise. After all, 32 was special. She didn't belong to the boss. She belonged to the boss's sponsor. The lab's sponsor. They had their eyes on her since day one and wanted her to become an exceptional mage. They had been disappointed when she escaped the first time, but thankfully, that didn't blow up in his face. It worked out for the better since the girl had seen herself replaced.

It was a sight that would drive anyone mad.

A sight so cruel that the broken little girl had returned and stayed willingly. All in an attempt to use the tests to get stronger, no matter the costs. She was hiding her grand ambitions under an icy and arrogant shell. Waiting for the day she could gain enough strength, more than he mother if the man had to guess.

Sometimes, the 'doctor' found it funny how she thought they couldn't see through her dull exterior.

Stupid brat, acting as if we're stepping stools.

The 'doctor' clicked his tongue, a surge of annoyance at the thought of being inferior to the number he crafted. The little girl that he had groomed into a weapon was now aiming to turn on him. Most likely, the second the tests stopped working. It was insulting.

I better send her off in a month or two before she realizes the tests are slowing down.

It would be a shame to lose those few months of data collection, but he'd adapt. It helped that he would still have a spare.

Today's spar should be-

The doctor's thoughts halted as he heard the door click from inside. Tilting his head, he opened the door with an expectant gaze. He was not disappointed as he saw a mass of ice with 17 inside it, frozen from head to toe. Thirty-two's magic had smothered the left side of the room in a wall of ice, immortalizing 17's dull expression, his last moments the same as those before it.

Utterly dull and useless.

"Wonderful 32; I suppose you learned something from this?" The doctor's voice was joyful. His robed figure turned towards 32, who just shrugged in response. She walked past him with the same dead expression she plastered on every time they interacted, one that matched the equally dead voice she carried: "I learned he wasn't stronger than the first time."

The 'doctor' gave a pleasing chuckle, shifting out of the way as 32 walked out the door and waited for him to guide her to the arena. The 'doctor' taking a moment to admire the frozen masterpiece that 32 had crafted just for him...

"How was it 17?" The 'doctor's voice was tilted with amusement, his words echoing in the empty room as he walked up to the glass-like ice that covered the wall. Looking into the glassy eyes of the number that thought he could trick him.

"That moment where you thought you were special."

The number that thought he was better than him.

"That instant where you thought you played me."

The number that had lied to him and almost gotten away with it.

"I wonder how it felt?" The 'doctor' chuckled at the thought, shaking his head as he turned from the dead experiment. Taking a single step before he heard a muffled whisper from behind him that sent shivers down his spine.

"It felt pretty good..."

The 'doctor's eyes widened as he saw 32 freeze the doorway, trapping the doctor in the room before he turned to meet the source of the voice. Looking through a plane of ice to see the narrowed eyes of the number he thought dead...

"Thanks for asking."

The doctor felt dread settle in as he saw 17 breathe on the other side of the ice wall; safely hidden in the pocket of space between the ice and the wall. His red eyes trained on the doctor from behind the thin piece of ice that covered the room from end to end.

I have to-

The doctor's thoughts flatlined as a shadowed hand pierced him from behind, carving into his chest and through his heart. The doctor could only gape at the bloodied mass of inky darkness that had gutted him like a fish.

"How?" The doctor coughed up blood as the shadowed being removed his hand from his chest. The force of gravity brought the doctor to his knees. He could only glance back at the shadowed entity in shock. Watching with dimming vision as it sunk back into the ground.

Before traveling back to 17's shadow via a paper-thin trail, the doctor hadn't noticed on arrival.

"Magic?"

The doctor's words held amazement and a dying rage, his bloodshot eyes turning to 17, who broke the ice wall with the help of his magic. The shadow servant that seemed to bend to 17's whims.

The magic 17 now wielded.

"You ha- ma- magic how?"

The doctor hacked blood as he collapsed to the ground, his eyes barely off the floor as he looked up at 17. He met the red eyes that had been fearful of him just a day ago, just a couple of hours ago. The red eyes that should have been dead were alight with a vengeful glee.

"Why should I tell you?"

The doctor's fading thoughts turned to rage as he watched 17 crouch down, whispering above him in a finality that made the doctor wish he could kill 17. Tear him limb from limb and drag him down to hell so he could do it all over again.

"How does it feel, doctor?"

It was a wish that would never come to be because the doctor's life had finally ended.

"Losing to me of all people."

The doctor's dying sight was of the cruel smile that the boy held, the first smile he had ever seen cross 17's face.

"Losing to a failed number like me."

As well as the last.


Vera didn't relax until he saw the doctor slump to the ground, the tense muscles that had kept him glaring upwards falling silent. The shallow breath that filled the room faded as the doctor died at Vera's feet without a hint of resistance.

He's dead...

Vera hadn't planned on taking the doctor's life, but he couldn't help it. The second Ultear said she would kill him, he knew it was his only chance.

Finally.

It was his only chance to kill the person who tormented him day and night for months. The one who probably tormented him for years before that, with Vera only being saved from his fate as a walking doll due to memory loss.

Am I supposed to feel wrong about this...

Vera wasn't sure; he was a blank slate at the moment. Sure, he had the story to go off of, and he knew killing was wrong from Fairy Tail.

Just because he knew it didn't mean it would happen, though.

This is an exception... right?

Vera wasn't sure, but he would view it as an exception. It wasn't like he killed an innocent person; he figured he wouldn't feel bad about it if he killed people like the doctor.

No, actually, he was pretty sure he could kill a thousand people like the doctor and not feel bad about it.

Speaking of which...

Vera looked over to the doctor's limp form, ignoring the blood as he took the head covering of the 'doctor's face. He was trying not to look at the dead man's last expression as he put the covering on his head to see if Ultear's hunch was correct.

Woah.

Vera blinked in surprise as he saw the runes inside the covering light up and glow a powerful blue before fading along with the rest of the cloth covering his vision. Vera waved a hand in front of the red hood and smiled as he saw it through the other side of the fabric. It was like a one way mirror with an interface attached to it.

Wicked.

Vera took a moment to admire it, shifting his gaze towards the door and falling into further amazement as he saw the walls. Vera could now see five arrows that curved out of the room, with another one that stayed inside and pointed at the door.

That must be the guide to this room.

Vera looked closer at the arrows, seeing the different colors that marked them. Green pointed to Ultear's room and marked '32', Red had a marking that signaled 'exit,' Blue had a marking for 'lab,' yellow had a marking for 'arena,' black had a marking of '17', and white. White had a unique marking, one that halted Vera in his tracks. A smile graced his lips as he moved to the ice covering the door and knocked on it, signaling Ultear to let him out.

"About time," Ultear's voice came from behind the door, the ice falling away as she looked into the room. Barely a glance at the doctor's dead body before turning her attention to the covering on Vera's head.

"Good, you didn't break it. Hand it over so I can-"

"There's been a change of plans."

Ultear paused at Vera's interruption, narrowing her eyes as Vera held his hands up in appeasement. "Hey, hey, don't worry. It's nothing too bad. Our deal's still intact. I just want to make a pit stop before we get to the lab."

Vera left the room, ignoring Ultear's growing annoyance as he followed the white arrow on the wall. Halting slightly, he heard Ultear give an annoyed huff from behind him, "What do we need to stop for?"

Vera glanced back, his eyes widening as he saw Ultear begrudgingly following him. Her temper stayed even as he saw the annoyed expression that crossed her face.

So she won't kill me as long as I'm helpful.

That was a significant reassurance to Vera because he didn't want to take chances with Ultear when he knew how unstable she was, especially now that she was on her crusade against her mother.

She'll only kill me if I don't give her what she wants after all of this.

Vera knew that well, and he wasn't too worried about that factor. Vera had the information Ultear wanted; there was no issue with keeping his word to Ultear. Once they left and this facility was nothing but ashes on the ground, he would tell her about Hades and his access to time magic. Then, he'd go to Fiore to start a new chapter in his life.

The problem was that he wasn't sure if Ultear would do the same.

For all he knew, she might see him as a loose end to take care of after he gave her the information she needed.

He wasn't about to take any chances.

So he shrugged, turning back to the white arrow's path: "We're just going to pick someone up on the way out."

They can be extra assurance... and who knows? Maybe they'll help me if Ultear snaps.

Vera wouldn't bet on it, but it would be enough even if the recruit followed them and did nothing. Ultear might reconsider tying loose ends if she had to kill two people instead of one.

"It's the least we could do as fellow numbers."

Vera didn't have to look back to know that Ultear paused at his words, her steps stalling slightly as she followed him with a near incredulous tone, "You can't be serious."

"Of course I am, can't you tell?"

Vera turned back, a slight smirk on his lips as he saw Ultear's eyes twitch in annoyance, "You're insane."

"Come on, Ultear, what's the worst that can happen?"

"He could try to kill us both."

"Yeah, but you're stronger than him, right?"

Vera glanced back, watching as Ultear clicked her tongue, "Sure, but it would still be annoying..."

Ultear recalled a few of their earlier spars, sighing as she eyed 17 more calculatedly. "Fine, but if he slows us down, we're leaving him."

Ultear leveled 17 with a cold glare, 17 seemingly understanding that she wasn't playing because he gave a reluctant nod, "All right... you're a lot meaner than you look, you know."

"And you're a lot smarter than you look, so I guess we're even." Ultear's lips twitched upwards as she saw 17 wince, knowing she had won the verbal battle as he just sulked away. His footsteps were calm as he guided her to their new, unexpected tagalong.

The one who had been in this shit-hole long before she had, and the only one that stayed even as the rest disappeared.

The number that, to this day, forced her to use more of her magic than she would like to admit during their spars.

17 was guiding her to number 8.

The boy that never left.