As their battle continues, Ultear tells Gray that Ur took her to a magic facility, where she was cruelly experimented on. Ultear eventually escaped to return to her mother, only to find that she has seemingly replaced her with Gray and Lyon. Gray eventually overpowers Ultear and the two fall into the ocean, where Ur's ice body had drifted out from Galuna Island. Ultear experiences 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 tricked Ur by telling her that her daughter had died. Realizing that her mother truly loved her, Ultear admits defeat.