While Millianna confronts Jellal for Simon's death, Ultear reveals that she is responsible for manipulating Jellal into doing so. She prepares to kill Rogue, but Sting arrives to help him, regaining the Shadow Dragon Slayer's spirit. Ultear realizes that she no longer has the right to live for attempting to kill an innocent person. Meanwhile, the wizards continue to struggle against the miniature dragons. Gray rushes to defend Juvia from the mini dragons' blasts, and dies as a result.