Meanwhile Natsu's group soon reach the camp and look at the injured,

Natsu: "Woah it's a lot more worse than I thought it'd be"

Lucy: "Yeah, this is awful. Even Gajeel and Mira went down"

Wendy: "Don't worry guys I will use my to heal them"

Lisanna: "Hey Natsu"

Natsu: "Oh I'm glad you're okay Lisanna"

Lucy: "Me too I was so worried about you"

Lisanna: "I appreciate what you're trying to do Wendy but I'm not sure you can right now"

Carla: "Your Magic power has been seriously overtaxed today, you need to rest for a little while"

Happy: "You know Carla's right"

Puss: "I agree as well"

(Y/n): "Lisanna what happened over here?"

Lisanna explains the situation to them and is nearly in tears at the end.

Happy: "Please don't cry Lisanna were gonna figure this out, I promise you"

Puss: "Yes Miss Lisanna don't waste your tears..."

(Y/n): *looks at Puss* "Never knew he can be quite understanding in situations like these..."

Puss: "Because a fair maiden like you looks beautiful while smiling"

(Y/n): *sneers at Puss* "He's still a scumbag"

Lisanna: "I know I'm sorry you guys"

Natsu: *cracks knuckles* "They're gonna pay! I will make damn sure of that"

Lisanna: "Natsu..."

Wendy: "We have to try at least"

Freed: "And now we can count Master and Cana among the injured"

Bickslow: "How are we gonna get the upper hand like this?"

(Y/n): "Hey Lily where was Grimoire Heart's ship again?"

Panther Lily: "It's right at the shoreline, east of here. But why do you ask?"

(Y/n): "It's simple we will split into 2 teams" *holds up 2 fingers* "One will be offense and the other defense"

Ultear meets Meredy with Zeref in tow and tells her that Gray is not their enemy, but their trump card. She laughs as she recalls how she was able to fool Gray into going after Hades with a made-up story about her mother and how Ur had wanted to defeat Hades with from the start as revenge. As she prepares to leave the island with a reluctant Meredy, Ultear notices and prepares to kill a passed-out Juvia.

Meredy: "What are you doing?!"

Ultear: "Preparing to kill her obviously"

Meredy: "But she's not a threat she's unconscious"

Ultear: "Be quiet" *raises sword* "This will limit Gray's options for the future. He can be killed by Hades or die performing the . Seeing his dear friend lying dead on the ground like this will only drive him towards the inevitable"

However, ice stops Ultear's blade from connecting with Juvia's throat and Gray springs out, taking Juvia out of Ultear's way.

Meredy: "He found us!"

Gray: "I knew there was something rotten with you!"

Ultear: "Well well did you and when did you finally catch on"

Gray: "From the second you opened your mouth everything that came out of it was crap!"

Ultear: "Is that so? You were just playing along the whole time so as to figure out what my true motives were, bad boy~"

Gray: "I made a promise" *sets Juvia down* "I swore that I will never use ever again" *stands up* "I don't care if this is Ur's will or not because I've got a will of my own and it says to walk the path of life!"

Meredy: "Life.."

Ultear: "My my, I guess you're not so loyal to your Master after all. I thought I can count on you to eliminate Hades for her sake. It's such a shame, here I was hoping I wouldn't fight you myself. I'm surprised that witch loved you more than her daughter" *laughs* "I'm afraid I might enjoy killing you so much that my heart may explode of joy!"

Gray: "You need show some respect for you mother" *throws away shirt* "And since she's not around, I will have to teach you that lesson for her!"

Ultear: "You're such a fool. You've made an extremely grave mistake threatening me like that for I am the leader of the Seven Kin of Purgatory! And scum like you is no match for me!"

However, Gray has no patience for Ultear's threatening words and delivers the first attack, an icy punch right into Ultear's face.

Ultear gets up after being hit by Gray,

Meredy: "No Ultear!"

Ultear: "I'm fine don't worry about me, I want you to hurry and take Zeref to the escape point"

Meredy: "Right!"

Gray: *to Juvia* "Hey Juvia time to wake up!"

Juvia actually wakes up instantly by Gray's orders.

Juvia: *hearts in eyes* "It's my beloved Gray. Ah waking to the gentle whispers of love's voice. I can't think of a better way to start my morning"

Gray: *sweatdrop* "SNAP OUT OF IT!!!" *points at Meredy running with Zeref* "Don't let her get away with Zeref"

Juvia: *hearts in eyes* "Okay~" *suddenly clutches her leg*

Gray: "Are you okay?"

Juvia: "I can handle it, I will do anything for my beloved"

Meredy suddenly moving stops hearing Juvia's words, remembering what Juvia can actually do for her beloved.

Juvia: *glowing hearts in eyes, crawling* "Pain isn't going to stop me!"

Meredy's fears are proven together as Juvia starts crawling after her in surprising speed and Meredy bunny hops in similar speed.

Gray: "I'm counting on you Juvia"

While distracted by Juvia, Ultear kicks Gray in the face. She sends her orb coming his way and he retaliates with . However, Gray's attack evaporates because of Ultear's Magic. He gets over the shock of this and attacks with but the same thing happens.

Gray: "Dammit my ice attacks are completely useless against her!"

Ultear: "Well what did you expect. I mastered to kill a wizard, my mother. My entire life I've wanted nothing more than to do nothing with her"

Gray: *astonished* "You're sick! You'd kill your own mother!!"

Gray momentarily remembers a memory of Ur, crying over the dress of a little girl.

Ultear: "I've never stopped hating her!"

Gray defends from Ultear's with ,

Ultear: "Nice try" *Magic circle appears in front*

"Now, "

Ultear evaporates the ice which results to him getting pummeled by the projectiles.

Disgusted by Ultear's words of hate, Gray freezes the ground towards Ultear and tells her that Ur always thought about her. She ignores this statement and she easily overpowers him in an exchange of fists and sends him flying to a stone wall. Gray gets up, despite the injuries,

Ultear: "Resorting to brute force now that your ice is useless"

Gray: "No I will beat you with ice, you just watch. I'm gonna bring you down with Ur's Magic"

Ultear: "But that's impossible. controls an objects flow of time. Ice sent to future sublimates and sent to its past becomes water"

Gray: "I can do it" *forms a jagged piece of ice* "Because I believe in Ur's "

Ultear: "Very well don't say I didn't try to warn you. You cannot defeat me Gray not with your pathetic "

Gray slices the side of his torso with sharp ice, causing him to bleed. He freezes the blood that spurts out, repeating the same words Ur had said him,

Gray: "I will free you from darkness, I will seal it away, forever"

Gray charges towards Ultear. She attempts to make the ice evaporate but is shocked when she couldn't, and then she realizes that it is Gray's blood and she cannot manipulate something that came from a living being. He hits her with his bloody version of .

Ultear: "Losing the battle to win the war, such tenacity. Even so." * stance* "I won't lose this battle"

Gray: "No way that stance"

Ultear: "I can't, not before I've reached the Grand Magic World",

Ultear casts , directly hitting Gray. Ultear pants as Gray falls to the ground.

Gray: "That spell, I never thought I'd see it again. It was hers, you used Ur's Magic. I guess it's only natural since her blood is flowing through your veins"

Ultear: "SHUT UP!!!"

Ultear angered attacks him with .

Gray retaliates by tackling her, barely missing her Magic Sword and they start rolling on the ground while they argue,

Ultear: "Let go"

Gray: "How the hell did you become such an evil person?! What's wrong with you?!!"

Ultear: "Like you care! You can never understand what I've been through! My mother, that witch abandoned me!"

Their rolling takes them down a cliff and they crash into the water below.

As they fall, Ultear recalls her past,

Ultear: "My mother Ur abandoned me... Suddenly I found myself in this strange place"

She had been a test subject in the Bureau of Magic Development as a child. Once, she managed to escape the facility and returned home to her mother.

Ultear: "The Bureau's constant Magic amplification experiments had left my mind and my tiny body completely battered. The only thing that let me going was my desire to see my mother again. However nothing could have prepared me for what I saw"

Ultear had seen her mother with two other kids, Gray and Lyon Vastia, where she had been happy,

Ultear: "There was my mother with a smile on her face, not only had she abandoned me but she was living with two little boys and she looked so happy. I decided to go back to the Bureau and continue the Magic amplification experiments. I wanted to grow stronger, so I could take revenge on my mother. Eventually I learned of the legendary Black Wizard Zeref and the dark guild Grimoire Heart who sought after him"

That was when she met Hades and joined Grimoire Heart to train under Hades to learn of a type of , . While submerged in the water,

Ultear: "If we succeed, I'll have my chance to change my cursed life into one of happiness. I will bring about the Grand Magic World"

She attacks Gray with large ice pieces of flowers, but gets distracted by a voice calling out for help.

She sees a flashback of her mother carrying little Ultear in her arms, asking for someone to help her child who's running a high fever because she had been born with too much Magic Power.

Ultear: "My mother, this must be her memory. My mother's memories but why am I seeing this now? On Galuna Island my mother melted and flowed into the sea, the sea. I can feel her, she's all around me"

She sees her mother crying in front of the people she entrusted with Ultear and demands that they give back her Ultear, who they had told her had died.

Ultear: "It's different, her memory is so different than mine"

She suddenly snaps back to reality and sees Gray assuming the position for .

Gray:

He attacks with , finally defeating her. Gray floats to the surface of the water,

Gray: "Ur told us about you but the memories were way too painful for her"

Ultear a story that Ur once told him and Lyon: when Ultear had been born, Ur felt a light shining into her heart and she dreamed of a bright future for that little girl. Ur had been so happy then by the power of life and she couldn't stop her tears from overflowing. Ultear had been the proof that she lived, "her tear".

As Ultear falls down after the ice holding her shatters,

Ultear: "All I wanted was to bring about the Grand Magic World, so I could go back to a time before I hated my mother. All I wanted was to see my mother again and to tell her I loved her one last time"

Later, Gray brings Ultear ashore and lets her rest against a rock,

Ultear: "I guess this means it's over for me, my battle"

Gray: "I wish I could say the same but mine's just started"

Ultear: "Be careful, you can't defeat Hades on your own"

Gray: "I figured as much but I'm not alone"

Back at campsite, Natsu decides to go and fight Hades, asking Lucy and Happy to accompany him.

Lucy: "Just the three of us?"

Happy: "Hey we're a team remember!"

Lucy: "Yeah I know that but wouldn't be Freed or (Y/n) be a better choice?"

Freed: "Thanks but I need to stay here and write an "

Bickslow: "We'll stick around and make sure others can heal up"

(Y/n): "I'm going to help Freed by making my own with , around the injured. Plus ponytail kinda knocked the wind out of me, so I will take a breather"

Wendy: "I've done what I can here, so I will go"

Carla: "You do no such thing child"

Wendy: *to Carla* "They're gonna need every bit of support they can in this fight"

Panther Lily: *scared of lightning* "Oh- I will come too.. I owe him a beating for Gajeel's sake"

Levy: "Okay I will stay behind and help Freed and (Y/n) with their "

Lisanna: "I wouldn't be much help against Hades, so I will keep an eye on the wounded"

(Y/n): "So now that's done"

Bickslow: "We will hold down fort over here, you go kick some butt"

Levy: "Be careful Lu, come back safe and sound"

Lucy: "Now that my power is back, I'm ready to rumble"

Freed: "Hades is the last opponent, teach him a lesson"

Wendy: "Let's show him why you don't mess with Fairy Tail"

Happy: "We will do our very best, we will always win"

Puss: "Time to slice and dice, that muchacho"

Carla: "Now don't be overconfident you two"

Panther Lily: *scared of lightning* "Exceed squad- move out"

(Y/n): "Hey Natsu save some kicks for me"

Natsu: *bumps fist with (Y/n)* "You got it, now LETS GO!!!"

Meanwhile, Juvia continues to chase Meredy when all out a sudden Zancrow appears,

Zancrow: "Well well, you do realize the ship is in the other direction, right?"

Meredy: "No I didn't"

Zancrow: "Like I'd believe that, everyone knows you follow Ultear around like a little lost puppy"

Meredy: "You're wrong!"

Zancrow attacks her, saying that she is no longer part of Grimoire Heart, and takes Zeref from her.

Meredy: "You can't, if you take him, you take Ultear's future. Not just hers but mine too"

Zeref: "You never learn do you. Ultear's just using you like she uses everyone else"

Ultear: "You're wrong she made me a promise" *tears in eyes* "She promised that if we reached Grand Magic World, my village would go back the way it used to be"

Zeref: *cackles* "That crappy place, why would you want it back to normal after Kain and I redecorated it. We weren't the only ones wrecking the place you know, your precious Ultear led the attack. She slaughtered even more people than we did"

Meredy: *looks down* "That's... not true..."

As he laughs at her reaction suddenly, Zeref awakens,

Zeref: "Acnologia..."

Zeref meets Zancrow's gaze, creating a wave of darkness. After the wave subsides, Zancrow's lifeless body lies on the ground while Juvia and Meredy are unconscious.

Concurrently Later, while walking, Gray is about to collapse out of exhaustion, but is then caught by Erza,

Gray: "You done showing off?"

Erza: "I missed you too"

Gray: "You know always getting rescued, gets old really quick"

Erza: "Consider this returning the favor"