Ultear collapsed in front of the giant mountain of ice. 

"Mother" Ultear choked looking up at the two god dragons encased in it.

"You'll never be on my level!" Tyregenium snarled raking a claw down Acnologia's face, "Not like this!"

Acnologia roared in fury and clamped down on Tyregenium's heavily armored neck.

"STOP PLAYING! RELEASE THE POWER YOU HAVE FOR THE DRAGONS SLAYERS AND FIGHT ME! WHO CARES IF THEY BECOME DRAGONS!"Tyregenium roared.

Acnologia immediately disregarded the thought. To allow the dragon slayers to transform would be to open them up to mental strain and trauma, none of which they needed right now.

Acnologia was wrong.

It was exactly what they needed.

"When will these end," Brandish muttered to herself.

"Lady Brandish!" a soldier shrieked.

Brandish turned just as a dragon breathed out a vortex of wind that turned everything to shreds. When the dust cleared, only a few Alvarez soldiers were alive; Brandish was not one of them. The dragon slayers laughed as they toyed with the survivors who wished they had died with the rest.

"Alvarez has fallen!" Warren cried from a mountain top.

"What!" many voices cried.

"No way man!" Gray retorted over the telepathy.

"I just watched it," Warren gritted.

Lucy held back tears as she entered into her Gemini star dress and copied a fifth-generation dragon slayer's magic.  She then used that magic to roar at a dragon. Her friends were dying and there was nothing she could do about it.

Seilah and Jackal took refuge behind a few rocks. Seilah whimpered as she held a wound on her leg where a metal dragon had stabbed her with its claw.

Jackal leaned over to her, "Hey, the medical tents aren't too far off, you need to get over there."

Seilah shook her head, "No... I'm needed out here."

"Come on, at least stop the bleeding, you're no help to anyone if you're dead," Jackal chuckled. They both hunkered down as a dragon flew low.

"I don't want to leave you," Seilah whimpered.

"You won't... I'll be fine," Jackal reassured her, "Here how about this, I'll go with you for a little while until you're out of the combat zone."

Seilah gave a pained nod.

"Good, come on then," Jackal grunted helping her up and throwing her arm over his shoulder.

They began trudging through the mountains making painfully slow progress.

"Just turn me into a book," Seilah shivered.

"I know how much you hate that," Jackal sighed, "this is fine."

"But Jackal I-" Seilah never got to finish her sentence because a beam went through her heart and she collapsed dead in Jackal's arms.

"Seilah..." Jackal asked in horror, "SEILAH!"

"One down," someone said behind them; a fifth-generation dragon slayer. A fourth-generation dragon slayer stood next to them... it had fired on Seilah, "One to go."

"You..." Jackal shook with rage his tail flicked angrily.

"Aww, what's wrong kitty? You look a little angry," the fifth-generation dragon slayers teased the air chilling as he spoke.

"BASTARDS!" Jackal roared rocketing the mountains with explosions, "I'LL KILL YOU FOR THAT!"

Zeref clutched his chest and closed his eyes.

"What's wrong?" Mavis asked.

"Someone is dead," Zeref answered slowly, "A demon is dead."

They looked to each other pain in each of their eyes.

"Juvia, Meredy!" Gray yelled pushing the two girls down as a dragon's green energy roar came barreling towards them.

"That was close," Meredy sighed.

"You three should be more careful!" Lyons scolded.

"As should you!" a dragon slayer laughed roaring. Lyon was hit by the breath of energy and tumbled away.

"LYON!" Meredy cried.

"ICE GEYSER!" Gray yelled slamming his hands on the ground. The three ran over to Lyon who slowly sat up.

"Are you alright?" Juvia asked.

"Yes, just a bit phased," Lyon sighed.

"Target 72, locked on," a fourth-generation dragon slayer stated bringing their hands together and firing a beam. It went straight for Juvia.

"JUVIA!" Gray yelled pushing her out of the way. The beam went threw him instead... killing him.

Juvia let out a horrified scream and the other two stood in horrified shock.

"Target behaved as expected and was eliminated," the dragon slayer stated, "Now locking onto Target 106." Now it aimed its hands at Juvia.

Lyon screamed in pain as he attacked the dragon slayer. His chest ached in pain and tears streamed down his face but he attacked without mercy as fury flooded his body.

"Levy, watch out!" Jet yelled.

Levy turned and jumped away from the lunging dragon.

"Try this; Muzzle!" she yelled writing the word in the air. An iron muzzle clamped onto the dragon's snout. It gave a muffled roar in fury.

"Nice!" Droy shouted.

"DROY!" Levy screamed. The mage turned as a dragon slayer jumped on him, their hands replaced by claws. 

There was blood and a scream from Levy.

"Get off him!" Jet yelled kicking the dragon slayer off. Jet went barreling into the dragon slayer at full speed, the dragon slayer grabbed his shirt and snarled as they pulled him to the ground. 

"Jet!" Levy yelled going to write something. A dragon slayer rose from the dust and grabbed her hand. He pulled her close and clamped a hand over her mouth.

"Let's not have any more of that," the dragon slayer snarled as Levy struggled.

Erza remained focused but she trembled as she reequipped again. Many dragon slayers fell to her swords but twice as many fought her with vengeance.

"Your time is up knight!" one screamed; she made the sword Erza threw towards her melt when she touched it. She rushed at Erza and moved to touch her with her hands. Erza knocked her away with a sword but another dragon slayer used that opportunity to jump on her and pull her to the ground in a headlock. The others lunged sensing her weakness but were dispelled by a hole of dark magic.

"I suppose you could've handled them too?" Jellal asked walking up. Erza slowly got to her feet and smiled.

"Thank you," she sighed.

"My plea-" Jellal chuckled. Then a claw went through his chest. Erza took a step back in horror as a fourth-generation dragon slayer pulled its claw out of Jellal's chest and let the mage fall limply to the floor.

"Target 36; eliminated, Target 35; proceeding with combat," the dragon slayer stated monotonously.

Erza summoned a sword and raised it tears streaming down her face.

"You will regret that!" She swore with a shaky voice full of pain.

"Yo Macbeth! Have you seen Sorano around!?" Sawyer asked punching a dragon slayer aside.

"No," Macbeth scoffed.

"Richard how about you?" Sawyer asked sending a few dragon slayers flying as he ran up to the mage and his brother.

"Unfortunately not," Richard said.

"Sorry," Wally shrugged.

"Alright, I'll go check the-" Sawyer sighed to himself running to the east. Then something wrapped around his leg making him freeze.

"Aww, this is too pitiful... A little speedy one has got his leg trapped," a dragon slayer hissed emerging from behind some rocks. Sawyer looked down and saw that the rock had reached out and wrapped around his legs.

The dragon slayer walked up and Sawyer tried to punch him. His punch was blocked and instead, the dragon slayer twisted him around and broke his free leg making Sawyer cry out.

"How long can you last if you can't run little one?" the dragon slayer cackled reaching for his face.

"Kagura... there are a whole lot of them," Risely informed her comrade.

"I am aware... but we must push forward," Kagura gritted.

"Kagura! Watch out!" Millianna cried.

Kagura looked up as a dragon descended and landed in front of her. She stood firm even though her mind screamed in fear. The dragon prepared to roar and Kagura brought her sword out; she would aim for the eyes.

The dragon brought its head down and released a spray of acid that began to eat away at the rocks it touched. Kagura avoided the liquid and slashed at the beast's eyes. It roared in pain and then lashed out with its claw throwing Kagura into the earth.

"KAGURA!" Millianna shrieked.

"Alzack, someone is coming," Bisca warned looking at the radar.

"I don't see anyone," Alzack said scanning the area with the scope of his gun.

"You never do," a third voice laughed as someone erupted from the ground, grabbed the two gunslingers and pulled them down into the earth.

"Milady the enemy-" a Sabertooth member began. Before he could continue; a dragon slayer ripped out his throat.

Orga yelled as he punched the dragon slayer responsible in vengeance.

"We are suffering heavy losses mistress," Doranbolt informed her appearing to her side.

"Yes, I don't remember such overwhelming forces before," Rufus nodded sending a huge amount of fourth-generation dragon slayer flying.

"We must hold our position!" Minerva yelled manipulating space and making a few dragon slayers disappear.

"No, don't hold your position!" someone laughed. Minerva felt someone grab her head and jerk it swiftly to the side; it was the last thing she felt. She collapsed to the ground with a broken neck. The dragon slayer responsible stepped over her corpse and looked at the horrified Sabertooth members in glee, "Scatter," he ordered.

Sorano and Yukino had been separated from the group and were running through the mountains, dragon slayers hot on their heels. They came to a crossroads and looked at either direction.

"Left... or right?" Yukino wondered.

Sorano looked to the right and saw something move in the dirt. "LEFT!" she yelled as a dragon slayer burst out of the ground to the right. The two girls ran to the left and reached a dead end.

"Oh no," Sorano shook.

"Here they come," Yukino gritted turning around.

Sorano and Yukino stood side to side.

"Whatever it's worth, I'd rather die right here," Yukino said bravely grabbing Sorano's hand, "I'd rather die by your side."

"Thanks... little sis," Sorano smiled sadly.

The two rushed the oncoming dragon slayers.

Gajeel panted as he sat down on a rock trying to catch his breath in a valley. He closed his eyes for a moment and opened them quickly when he heard a snarl. A black dragon crept towards him. Gajeel stood up quickly and went into his metal body. The dragon moved like a snake. It pushed him to the ground without warning. Gajeel roared in a challenge, but the dragon lunged down and sunk it's long fangs into Gajeel's right arm. Gajeel screamed in pain as he felt venom enter his bloodstream. 

The black dragon released him and began to walk away. Gajeel got up but he couldn't move, he tried to take a step and collapsed to weak to continue. 

The black dragon left because it knew it's work was done.

Gajeel gripped a handful of dust and swore as his vision darkened; this couldn't be how it ended.

Erik cried out as the space dragon kicked him in the ribs.

"Oh he sounds so pitiful," the space dragon slayer laughed.

"End it already," a dragon slayer ordered.

"No! I want to have more fun," the space dragon cackled.

Suddenly she was pushed aside and a dragon slayer grabbed Erik by his throat forcing him upwards. Erik began to choke.

"NO HE'S MINE!" the space dragon screamed.

The dragon slayer holding Erik snarled and broke Erik's neck. Erik hung limply and the dragon slayer threw him away like a ragdoll.

"Absolutely, he's all yours now. Now let's continue our job," the dragon slayer snarled leaving Erik's body behind him.

Sting was still struggling under the dragon's claw who seemed to enjoy his moment of triumph. Sting gripped the claw meaningless and when the dragon applied more pressure he watched as the world began to darken.

"No... Not like this," Sting begged. "Let me do more..."

Then the world went black.

Wendy lay pinned under the rock and whimpered as a dragon stood over her. The dragon opened his jaws and a purple light radiated from his jaws. He pushed himself to his two back legs and roared point-blank onto the young dragon slayer.

Wendy cried one word before she was lost, "Onii-chan!"

Rogue knocked a dragon away only to have a very small dragon jump onto his back and sink his jaws into his neck. For a moment Rogue was too stunned to move. Then he punched the dragon's snout and threw it off of him. He collapsed blood spilling out of his neck wounds and down his chest. In all reality, he should have died then and there but the adrenaline was pumping through his blood and so instead he charged the dragons with a determined roar. 

He made a few steps before the dragons unleashed their fiery breaths on him ending the shadow dragon slayer.

Laxus growled as a dragon approached his weakened state. He prepared to fight back.

"Which way you gonna come... right... or left?" Laxus muttered under his breath as the dragon's neck brought it's head closer.

The dragon faked right and then lunged left.

"Shit," Laxus gritted as the dragon grabbed him by his leg. He was dragged away, the dragon snapped its head back throwing Laxus into the air and then snapped his jaws shut eating the lightning dragon slayer.

The dragon fighting the Fairy Tail ranks flicked it's tail and sent Romeo flying.

"ROMEO!" Macao yelled running to his son's aide.

Lucy in her star dress fired at the dragon but her attacks bounced harmlessly over its scales.

Natsu ran over the land hearing Macao scream for Romeo which just made his run faster. Then there was a shadow that overtook him; a grand dragon landed on him and pinned him to the ground. Natsu screamed in anger and struggled; he wouldn't be stopped here... Not when he couldn't save his guild. He could see them from where he was which was only more torture for him.

"Take this!" Cana yelled letting loose a huge amount of cards that summoned fire.

Gildarts was dealing with another dragon a few feet away.

The dragon that had knocked Romeo away turned to Lucy and lunged. The Fairy Tail members around Lucy froze and Lucy looked in horror.

Natsu roared and looked up at the dragon in fury. The dragon snarled cruelly.

The exceeds scanned the battlefield but there were no more injured... only the dead.

"Something is wrong," Porlyusica stated.

"I feel... like something bad is happening," Shelia trembled.

"It is," Larcade stated darkly, "We're losing."

"You never stood a chance!" Tyregenium roared pushing Acnologia down. Acnologia held firm to Tyregenium's sides and the two tumbled and rolled as they lost altitude both of their wings flapping madly.

"I WILL SLAY YOU!" Acnologia roared.

"You are but a prince lost in his own mind." Tyregenium laughed. He used his strength and pinned Acnologia below him. They hit the earth; Acnologia bearing the force of the blow. Tyregenium raked his stomach with his claws and Acnologia roared in pain. He clawed at Tyregenium's eyes and when that failed he unleashed his roar. Tyregenium was hit full force with the energy blast but when it cleared he stood unfazed much to Acnologia's horror. "Your limited magic has no chance against me, for I am the Dragon King!"

After his speech was done Tyregenium lunged and grabbed Acnologia by his throat. Acnologia roared feebly and tried to get the black dragon off of him. In response, Tyregenium clamped down making Acnologia's neck scales crack under the sheer force applied on them. Acnologia roared in pain but Tyregenium had him pinned and continued to apply pressure no longer playing; he meant to kill.

'I'm sorry Serena!' Acnologia's interior voice whimpered.

"ARC OF TIME: LAST AGES!" Ultear yelled slamming the earth with her palms. Light splayed out surrounding her

'I will truly pay... sacrifice this life of sin and sorrow if it means I can make the world right,' she thought. 'If I did this once I can do it again! I know the last time I only gave them one minute... but I know my life is worth more now... I know because I've done more to repent!'

For the first few moments, she felt nothing. Then pain ripped through her body making her feel as if every fiber of her being was on fire. She let out a scream and a small part of her wanted to stop but when she looked up she saw her mother... the ice mountain before her and she looked down certain of what needed to be done.

'I can do this! This pain! It's nothing compared to the pain which I've caused in this world! The pain I've caused others... their deaths!'

She gritted her teeth as the pain increased. The world around her melted away, the roars of the dragons, the smell of smoke and blood, the cries of the dying and injured.

'I will take this pain... and it tenfold! Whatever the cost I will pay it! I will sacrifice my life! My future!'

Another pained scream escaped her and she prayed to her mother for assistance. The ice glinted in the light. Ultear looked to it once more for strength...

'I ran through the valley of death... reveling in sin to escape my demons, my loneliness, never understanding that I was never truly alone.'

Ultear saw images of Gray, Lyon, Meredy, Ur, Jellal, Sawyer, Richard, Sorano, Macbeth, and even Juvia. 

'Jellal... sweet Meldy... Their warmth and forgiveness were wasted on me. Richard, Sorano, Macbeth, and Sawyer... they're friendship wasn't anything I deserved. And then Gray... Lyon... Mother... I don't know why you ever bothered forgiving me or giving me a chance but I will always be grateful for it. Your love... your smiles... they were all wasted on a sinful wretch like me. I was blind to it... obsessed in the past I know I can never live in the present much less the future! Now... Now I can find redemption... I can give the time I would have wasted in this world to the ones I love so they can live and be a part of it!'

The magic increased as did the light. 

'I ask the hands of time to reverse and return the world to what it once was! If only briefly... before our fight was thrown into chaos by those five dragons! Give Acnologia and Serena a chance to beat those dragons! Let my mother get another chance to live! LET MY LIFE BE ENOUGH! '

The light around her increased, and Ultear watched as time raced through her. Her magic beam fired into the sky and a time shock wave ripped through all the earth. At its epicenter sat Ultear, her arms spread out and her body nearly destroyed.

Ultear slowly looked around expecting to see Acnologia, Serena, and her mother... but instead, the ice mountain stood tall and firm.

"No..." she breathed as she shook. She began to collapse, 'I'm sorry everyone...' she thought, 'I failed.'

She landed in the dirt unaware that she had turned back time more then she had the first time.

Instead of one minute...

She gave them two.

She lay there slowly slipping away from the land on the living. Then there was someone kneeling next to her.

"You are so brave my daughter," Ur's spirit smiled.

"Mother?" Ultear asked realizing she could feel no pain.

"Come... you've ensured their victory... now come," Ur smiled helping her daughter up. Ultear didn't notice that her body still lay on the ground.

Acnologia opened his eyes in shock. In his arms was a dead Serena. Tyregenium looked around stunned.

"Could it be? Did something affect the Bonds of Time!?'

"Now Acnologia," A voice scolded Acnologia's mind; Ultear. "Stop messing about."

Acnologia slowly lay Serena down a second time the pain returning... "I know," he growled. He had been foolish to not do it before. He stood up facing Tyregenium. "I'm sorry I waited so long."

"What are you muttering about?" Tyregenium snarled. Trying to figure out what had just happened.

"Release," Acnologia breathed. Every spell he had ever cast that still remained dissipated and all of the magic he had elsewhere flooded to him. His tattoos began to glow and his pupils narrowed and became more reptilian. He transformed so quickly Tyregenium had no time to register. Acnologia barreled into him and snarled. 

There was nothing holding him back...

Problem was...

Nothing held the dragon slayers either.