Gray thinks back to when he first met his teacher and how she changed his life. What happened to her and why is Gray responsible for her death?
Gray remembers when he first met his teacher, Ul, ten years ago. Ul and Lyon arrive at a town that has been decimated by the demon Deliora. They find a lone survivor, a young boy. It's Gray and after they bury everyone, Ul takes Gray as an apprentice to join Lyon. Gray begins his training with Ul and Lyon in order to gain the power to defeat Deliora and avenge his parent's death. She has him strip down to his underwear in the snow as she and Lyon do the same in order to become one with the cold. They run and Ul teaches them Creation Magic. They go to town and Ul gets some supplies. Lyon tells Gray that he wants to surpass Ul and Gray says that he doesn't care. All Gray wants to do is become powerful enough to defeat Deliora. While returning to Ul's cabin, Gray overhears that Deliora is at Brago. He leaves Ul and Lyon to go and defeat Deliora even though Ul tells him that he won't be able to defeat it and that she will expel him.
Erza, Gray, Lucy, and Happy arrive near the ruins and see that they are tilted. Gray says that only Natsu would do something that crazy and Erza agrees. They are then ambushed by Lyon's followers and Erza and Lucy tell Gray to go and they will deal with the followers. Gray leaves and is thankful to have his friends.
Gray thinks back to when he tried to face Deliora and could not do anything to the monster. Ul and Lyon had shown up as well to help him and they couldn't do anything either. Ul realizes that she only has one choice in order to stop Deliora, but Lyon decides that he will stop the monster using the same magic and Ul stops him before he can perform the Iced Shell. She then starts to perform the Iced Shell and Deliora is frozen in its tracks, but Ul's body starts to fade away and she tells Gray that it is the high price of the magic. She tells him that she will live on in the shell and to tell Lyon that she died so he wouldn't try to melt the ice and save her. Gray begs her not to do it but it is too late.
Lyon awakes and asks what happened and Gray tells him that Ul is dead and Lyon blames Gray for her death.
Back to the present, Natsu and Lyon are about to finish their fight when Gray arrives and tells Natsu that he will finish Lyon. Lyon laughs and says that Gray can't defeat him but Gray takes the Iced Shell stance and begins to perform the magic. Lyon tells him that he thinks that he is bluffing and Gray assures him that he is not bluffing.
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