Ultear Milkovich

**Ultear Milkovich** is a female Mage and the daughter of Ur. She was also a former member of Grimoire Heart, where she was the leader of the Seven Kin of Purgatory. After defecting from the Dark Guild, she became an Independent Mage of Crime Sorcière, until she left following the conclusion of the X791 Grand Magic Games. She later returned to her guild following her revival in the crossover series, but decided to temporarily join Fairy Tail until they defeat Rayga Uchiha.

## Physical Appearance

Ultear is a pale-skinned woman with dark purple hair and red-colored eyes. How she wears her hair varies from time to time. Ultear has a rather voluptuous figure and has the Crime Sorciere tattoo mark on her back, which, in itself, is surrounded by a rather large X-shaped scar. In X791, her outfit consists of little more than a tabard-like garment that barely covers her front and back, with a sizable slit exposing her cleavage. The attire is open on both sides of her body except for a small attachment at her waist, and she dons long black boots that leave her upper thighs bare. She also wears a dark blue, hooded cloak to conceal her identity.

## Personality

In the past, Ultear was a manipulative, ruthless and ambitious woman. She regards her mother with cold disdain, classifying her as weak. She is rather calm and considerate when it comes to Meredy, whom she is very close with. However, she does not like it when Meredy calls her "Ur", possibly indicating that she has issues as well as hatred towards her late mother, although later on Meredy claims that because of Ur's death, Ultear has suffered. Ultear has no problem with sacrificing lives to obtain what she wants, even going as far as to control children.

Ultear is determined to find and reawaken Zeref, as he can apparently save her from something that is troubling her. When she found him she even started to cry from happiness, and hugged his unconscious body, claiming that he was hers.

However, it is later revealed that Ultear is not truly evil, but rather, the victim of an unfortunate history. After thinking her mother abandoned her, she found herself under the tutelage of Hades, and through it learned the Magic Arc of Time. From it she was led to believe that once she reaches the Ultimate Magic World, she would be able to complete the Arc of Time, and with it, be able to go back in time to relive and change her past.

This is the reason why she was able to commit all the atrocities she did: because she thought she would be able to undo them once she completes the Arc of Time, to go back and live the life she wanted; but once learning the truth about her mother from Gray, Ultear realizes her mistakes. She finally admits her wrongdoings and confesses her feelings for Meredy, and once forgiven they embrace in mutual love for each other, marking the change in Ultear for the better.

Seven years later, Ultear has become more laid-back and even-tempered. She has also shown to have a more easy-going demeanor, but still somewhat twisted sense of humor, seen when she explained the workings of opening second origin to Natsu and his companions, as well as when she tormented Jellal during the match through Meredy by comically feeding her hot peppers and tickling her. This also shows that she is still pragmatic, in that she was willing to cost Jellal his match to keep his identity a secret.

## Abilities

**Arc of Time**: A **Lost Magic** that allows Ultear to manipulate the "time" of organic and inorganic, but non-sentient, objects, "moving" them either back or forward in time and thus changing their condition. She claims that this kind of Magic is perfect for fighting Element molding Mages, and that, in the Ultimate Magic World, Arc of Time would allow her to change the sad memories of her childhood into happy ones. Prior to the time-skip, the Arc of Time couldn't directly affect a person.

* **Restore**: Ultear uses her time Magic to restore inorganic items back to the state they were in before they took damage. It appears that she controls this technique through her eye.
* **Parallel Worlds**: Ultear produces numerous copies of her orbs in the air that all represent "future possibilities" or "parallel worlds" of her orb's path.
* **Luminous Minutes**: Ultear throws an orb above the target and it reproduces into numerous orbs that charge toward the target like light beams.
* **Flash Forward**: Ultear produces numerous copies of her orbs in the air that all represent "future possibilities" of her orb's path, compresses all their futures, and redirects them all at her opponent, causing them to home in on her enemy in a devastating assault.
* **Infinite Sphere**: Ultear sends her orb to hit her opponent in the stomach and then produces numerous copies of the orb which assault the enemy from every direction.
* **Second Origin Release**: Ultear, after seven years of training, has managed to use the Arc of Time to unlock the "Second Origin" in people. This gives them a massive boost in Magic Power, though the process is extremely painful to most people.
* **Last Ages**: A taboo spell which is cast at the cost of Ultear's time. As Ultear's veins drastically bulge, a large amount of Magic Power surrounds her body, ascending into the sky. A bright flash then occurs, signaling the rewinding of time. Upon the spell's completion, Ultear's body becomes horribly burnt. After using it, the user's body rapidly ages.
* **Telekinesis**: Ultear uses this primarily on her orb. She can send an object to a future of her choosing, thus being able to move it as she wishes. She can also stop it by stopping its very time. She mainly uses telekinesis to barrage her opponents with hits from her orb.

**Possession Magic**: Ultear conjures a ghost like entity, which consumes the users mind and corrupts their thoughts. It was used on Jellal Fernandes to turn him evil and convince him that she was Zeref.

**Magic Sword**: Ultear manipulates energy on her palm and creates a sword made of that energy. Ultear uses her Orb to fight over long distances, but this Magic Sword is useful in close combat. The strength of the sword is currently unknown.

**Ice-Make**: It was revealed that Ultear also possesses **Ice-Make** Magic exactly like Ur's. She used the said Magic to create plants and flowers out of ice to attack Gray during their battle on Tenrou Island.

* **Ice-Make: Rosen Krone**: Ultear creates giant roses and spiked branches made from ice that surround and bind the opponent. It's very similar to Ur's Ice-Make: Rose Garden.
* **Ice-Make: Bloom**: Ultear creates several blocks of ice which bloom outwards to attack the target.
* **Ice-Make: Dahlias**: Ultear creates giant Dahlia flowers out of ice to shield herself from an enemy attack.

**Transformation**: Ultear has shown skill in **Transformation** Magic: she was able to transform into a masked man named Zalty, a disguise she came up with and which she could maintain for a lengthy duration of time. Nonetheless, she couldn't eliminate her womanly smell, as noted by Natsu.

**Thought Projection**: As member of the Magic Council, Ultear was required to be able to cast her image across long distances, in order to be able to appear at Council functions in Fiore, without having to leave the Council's headquarters in Era.

**Enhanced Strength**: Ultear has shown herself to possess great strength, being capable of forcing Gray back with a kick effortlessly. She was also able to send him crashing into a wall after she had grabbed his head with her legs, shattering the wall in the process.

**Expert Hand-to-Hand Combatant**: Ultear is also skilled in unarmed combat. During her fight with Gray, she was able to grab his head with her legs, demonstrating agile motions. Even while underwater, Ultear was able to deliver powerful kicks to Gray.

**Immense Magic Power**: As the former leader of the Seven Kin of Purgatory and a former member of the Magic Council, Ultear has a vast amount of Magic Power. Even as a child, Ultear had so much that it was causing her to become ill, and her mother, Ur, had to send her to a Magic Research Laboratory to have some of it removed.

## Equipment

**Orb**: Ultear's weapon of choice is a teal orb that she rolls around on her person. It is used in conjunction with her Arc of Time Magic; it can be launched at high speeds at opponents and if it is ever broken, it can easily be repaired. It's probably a Communication Lacrima crystal, since she was shown using it both when she talked with Jellal and with Hades.