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The Fairy Tail members finish their battles with Rustyrose and Bluenote while Erza learns the truth behind Jellal from Azuma. Finally, Gray and Ultear begin their battle.
After an intense battle, Erza falls over due to her exhaustion. She sees Azuma's body sprouting roots. Azuma explains this is the consequence of his lost magic and that he has kept his promise to return everyone's magic. Erza asks Azuma whether he knows about Jellal. He tells Erza the truth behind Jellal and how Ultear manipulated him. Azuma answers that Zeref will help them get closer to the origin of magic, the One Magic. However, his transformation to a tree is complete before Erza gets her answers. Back at the camp, Natsu and the others rush back to the camp. Meanwhile, Freed and Bixlow gain back their magic and attack Rustyrose. At the crater, Bluenote steps on Gildartz repeatedly until Gildartz block him and tells him that he is not going down. After he sends Bluenote flying, Bluenote creates a Black Hole spell that swallows everything. Back to Freed and Bixlow's battle, Rustyrose uses his Dimguil's Tower that traps the others. However, Bixlow uses his Figure Eyes on Elfman who punches Rustyrose from behind. At the same time, Gildartz destroys Bluenote's black hole spell and gives Bluenote a powerful uppercut; Freed slashes Rustyrose with help from Lisanna's kicks.
Elsewhere in the forest, Ultear persuades Gray to take down Hades with his Iced Shell to carry out Ur and her wishes. Meanwhile, Natsu and the gang stop a bit due to hunger. The Fairy Tail members figure out what has happened at the camp. Back to Gray, he agrees to take down Ultear on Ur's terms. Finally, Natsu and the gang reunite with the gang at the camp. After Lisanna's explanation, Pantherlily devises a plan, an attack team and a group to defend the injured. Meldy sees Ultear arriving; Ultear tells her comrade that Gray is not their enemy. She explains that she has come up with a story to get Gray and Hades to fight each other while she gets Zeref to herself. She goes off in a rant and laughs while Meldy stares in disbelief. Then, Ultear sees Juvia and tries to kill her even though Meldy doesn't want her. Out of nowhere, Gray saves Juvia in the nick of time.
Ultear mocks Gray a bit; Gray explains that he cannot use Iced Shell and that he has his own will to continue living with his friends. (Juvia smiles during scene) Ultear tells Gray that he has made a big mistake in challenging her, but Gray punches her.
| Japanese Episode Name | "Kogoeru Tōshi" (凍える闘志) |
| Manga Chapter | 236 and 237 |
| Opening Theme | "I Wish" by Milky Bunny |
| Ending Theme | "Boys be Ambitious!!" (ボーイズ・ビー・アンビシャス) by Hi-Fi Camp |
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Ur ( x ) ( x ) ( x ) |
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Hades ( x ) ( x ) ( x ) |
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Juvia Lockser ( x ) ( x ) ( x ) |
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Meldy ( x ) ( x ) ( x ) |
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Mirajane Strauss ( x ) ( x ) ( x ) |
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Gajeel Redfox ( x ) ( x ) ( x ) |
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Zeref ( x ) ( x ) ( x ) |
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Gray Fullbuster ( x ) ( x ) ( x ) |
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Ultear ( x ) ( x ) ( x ) |
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Evergreen ( x ) ( x ) ( x ) |
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Elfman Strauss ( x ) ( x ) ( x ) |
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Gildarts Clive ( x ) ( x ) ( x ) |
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Bluenote Stinger ( x ) ( x ) ( x ) |
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Pantherlily ( x ) ( x ) ( x ) |
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Lisanna Strauss ( x ) ( x ) ( x ) |
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Levy McGarden ( x ) ( x ) ( x ) |
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Rustyrose ( x ) ( x ) ( x ) |
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Fried Justine ( x ) ( x ) ( x ) |
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Bixlow ( x ) ( x ) ( x ) |
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Makarov Dreyar ( x ) ( x ) ( x ) |
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Happy ( x ) ( x ) ( x ) |
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Carla ( x ) ( x ) ( x ) |
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Lucy Heartfilia ( x ) ( x ) ( x ) |
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Wendy Marvell ( x ) ( x ) ( x ) |
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Natsu Dragneel ( x ) ( x ) ( x ) |
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Azuma ( x ) ( x ) ( x ) |
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Erza Scarlet ( x ) ( x ) ( x ) |
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| Aoi Yamamoto | Character Artist/Designer | Animator | ||
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Masashi Sogo | Series Composition | ||
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Shinji Ishihira | Director | A Storyboard artist that is the Director of the Fairy Tail anime. | |
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Hiro Mashima | Original Concept | The mangaka of the popular action/adventure/fantasy series Fairy Tail. | |
| Shoji Yonemura | Writer | |||
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Yasuharu Takanashi | Music | The composer of most anime installments. He also composed four Pretty Cure series: Fresh, Heartcatch, Suite, and Smile. |