Ultear reveals to Gray during their battle that her mother Ur left her as a child at a magic facility, where she was cruelly experimented on. She eventually escaped to return to her mother, only to find that she had seemingly replaced her with Gray and Lyon. The two then fall into the ocean, where Ur's ice body had drifted out from Galuna Island, allowing Ultear to experience her past from her mother's memory: Ur had actually left Ultear at the facility to save her life, but the facility's corrupt doctors lied to Ur by telling her that her daughter had died. Realizing that her mother truly loved her, Ultear admits defeat to Gray.