I am not affiliated in any way with either Puella Magi Madoka Magica or Ben 10. But you already know that, don'tcha?


The Magician of the Year Expo. A magic convention based in Las Vegas, which was where the Rust Bucket planned on heading next.

And Kyubey was already there waiting.

Having taken the time in-between to research all about the girl, along with the rest of the Tennyson family. It seemed that they were going all over the world on some kind of ridiculously long 'summer vacation'.

It had been child's play to retrieve the Keystone of Bezel from the depths of the sea, and he hid it amongst similar-looking 'magical' jewelry at a booth where it wouldn't stand out. Hiding beneath it, he waited until the RV arrived.

The trio went inside to look around.

Gwen came walking, fed up. She had come looking for real magic, but instead, all she got was cheesy magic, cheap and grossed-out tricks. The jewelry caught her attention, and after inspecting them for a bit, she looked at the lady.

"I don't suppose you have any real magical artifacts?" Gwen asked.

The lady glanced up from the novel she was reading to the girl with a bored look. This wasn't the first time a kid had asked for something ridiculous, but she didn't want to discourage the girl from buying anything.

"What you see is what you get, honey."

As Kyubey had predicted, what caught Gwen's attention among the fake magical charms was the object he had placed; a gold-blue wrist gauntlet with a stone charm attached. Picking it up, she noted that the gauntlet was made of plastic which was disheartening. But as she looked at the charm, she couldn't help but notice its uncanny resemblance to the Charms of Bezel, even if it was red.

"I'll take it," Gwen said happily, and eagerly slipped it onto her right wrist.

"Find something you like?" Grandpa Max asked as he walked over, Ben not far behind.

In that same instant, Kyubey had already exited the convention. Ordinary humans couldn't see him, so staying hidden wasn't a problem. He needed something that could get her to utilize the powers of the Keystone – and there it was, a news helicopter right there, flying in the sky. How convenient.

"Yeah," Gwen replied. "It kinda reminds me of—"

Before she could finish her sentence, the screaming of voices erupted from outside.

Quickly rushing outward, they watched as a helicopter zoomed wildly across the sky with black smoke coming out, a man dangling by his feet from high up as he screamed 'SOMEBODY HELP ME!' It didn't help that a white cloth had been wrapped around his body, trapping his arms together. The citizens on the ground were pointing up, screaming powerlessly as they watched.

"I don't think that's part of the act," Grandfather Max said grimly.

He and Gwen turned to Ben, who looked bothered. "I know, I know. Hero time." The boy walked off to find an isolated place to transform, as the man continued to scream in desperation from high up.

"Stinkfly!"

Moments later, a Lepidopterran appeared on the scene. The alien had a greenish insectoid body, dragonfly wings, three sets of legs and four pedunculated eyes. The helicopter tore through telephones lines, tilting the machine down and altering its course towards the the insectoid intervened, swiftly grabbing it from below and then pushing it up to keep it balanced in the air.

"Everything is under control. . ." He assured in an alien voice.

For Kyubey, this outcome was unacceptable. Standing in the middle of a crowd, his eyes glowed as he increased the helicopter's overall weight. Suddenly, the Lepidopterran called Stinkfly found that it was much heavier than he had been expecting, and it tilted over to the right.

"OR NOT!"

Kyubey took advantage of this and detached the spinning blades while the 'hero' was still occupied, before redirecting them towards the grandfather, Max. For Kyubey, this was a win-win scenario. Should they successfully cut down the old human, the Plumbers would have no chance to finding out about him and he could easily use Gwen's grief to make her contract. Should they fail, there was only one chance of that happening, and it required Gwen.

"Grandpa, look out!" Gwen yelled, spotting the blade as it rushed at him with incredible speed far greater than her own, and her grandfather was too far away anyway. There was no way she could save him.

I can't let this happen!

Against all logic, she sprinted forward. Quickly leaping up, Gwen miraculously went above a car and pushed herself off it, using the force to bring her there faster, but it wasn't enough. She landed again, and then jumped up once more with even greater force.

Come on, come on!

This time, she performed a backflip as she pushed off the next car with even greater force than before. She heard a humming sound come from the charm on her wrist just before throwing herself at Grandpa Max, knocking him down to the ground less than a second before the blades could slice him apart. They continued on until they struck a taxi.

"Gwen?" Max asked as he got back up, looking at her with a confused look. "How'd you do that…?"

The girl herself was stunned at the feat she had just performed. She glanced at the wrecked taxi, then at the wrist gauntlet she was wearing, and smiled as she came to a realization.

"Just lucky, I guess!"

And then she rushed to the RV.

On the other hand, Stinkfly was having an even harder time keeping the helicopter up without the blades. In an effort to stop it and save the man, he shot out multiple waves of slime from his mouth that attached themselves to the various buildings around them as well as the helicopter itself. He succeeded, but all of a sudden, the rope flickered with fire and snapped.

As the man plummeted to his death, Stinkfly dived down to catch him. Unfortunately, the speed of gravity was greater than his wings. It was impossible for the Lepidopterran to catch him.

Suddenly, a mysterious figure in a black gymnastic outfit and mask appeared, jumping over cars with inhuman agility and precision. Picking up speed as she ran across the top of a bus, the hero launched herself off and grabbed the man in midair, safely landing back onto the ground. The gathered crowds cheered.

"Lucky Girl?!" Stinkfly exclaimed in a baffled tone.

"Don't even start about me cramming your superhero style," Lucky Girl replied, glaring at the transformed Ben.

"Heeey, I'm just happy to finally get a little backup." I guess he isn't so thick, after all, Gwen thought to herself in relief.

"But how'd you get your Lucky Girl powers back?"

At that, Lucky Girl smiled.

Kyubey watched them from the cheering crowds.


In the Rust Bucket, Gwen went on her laptop.

She figured that the charm in her gauntlet was legit, and somehow related to the Charms of Bezel that way. Even though she had destroyed all five of them, after a little searching around, she discovered that what she had was none other than the legendary Keystone of Bezel itself, with the power to greatly enhance a person's skills by ten times.

Not too long afterwards, she told this information to her cousin and grandfather.

"You are so lucky," Ben said, looking displeased.

"It's not luck. It's magic," Gwen replied with a smile.

Everything was going exactly according to plan. If Kyubey had emotions, he would be laughing uncontrollably right about now.

Now, all that was left was to let her continue relishing her Lucky Girl identity, allow her to enjoy being the hero and showing up her annoying cousin – and then watch as the Keystone crumbled before her very eyes.

After a taste of all that power, there was no way she would turn him down after the replacement he would offer. And if by any tiny chance that she still refused, well, it should be a simple matter in arranging an accident to take the lives of both the boy and their grandfather for potential was so great that she could even wish them back to life if she so wished it. The options here were limitless.

But there was just one little problem that he couldn't help but note…

There were two humans flying above – a man in skeletal makeup and dark robes, and a teenage girl with platinum blonde hair and magenta robes – riding on top of what appeared to be a thick prison door. He recognized neither of them, but if he had to make a guess, they were either Anodites in disguise or visitors from Ledger Domain.

The latter was far more likely, as Anodites preferred to float rather than use any form of transportation.

As for their goal, it was easy to guess; the duo were heading for the Lost Keystone of Bezel. It was only natural for them to come now of all times, as after all, the solar eclipse was due and it strengthened magic. Hypothetically, a magician could use it combined with the Keystone to recreate wonders.

Kyubey wasn't sure whether to think of this as a nuisance or a convenience, so he decided to lay low and see what awaited Gwen's future.

They might even end up doing his job for him.


What followed was a chain of events, beginning with the two magicians attacking a magic show the Tennyson were watching.

Judging by the way they fought and the spells they casted, they were definitely from Ledger Domain, their names being Hex and Charmcaster. Ben transformed into a Vulpimancer called 'Wildmutt' and naturally jumped to the rescue, aided by Lucky Girl and sometimes helped by their grandfather. The battle eventually moved into a maze-like garden after Hex snapped, and what followed was a chase.

The usage of stone Ledgercreatures only confirmed Kyubey's suspicions as he continued to watch. Just after destroying them, the timer on Ben's Omnitrix timed out and he returned back to normal, leaving Lucky Girl alone to fend for herself.

"Alright, Hex. Time for a surprise party!"

Elsewhere, sensing what seemed to be Hex on the other side of a high grass border, Lucky Girl leaped up over it with her newfound powers, performing a backflip as she did so and caught Charmcaster by surprise as she was knocked to the ground. Although it wasn't Hex, she was still an enemy, and Lucky Girl took her magic bag away so she wouldn't be able to use it.

"Not so tough without your bag of tricks, are you?"

Charmcaster knew this was a bad situation and quickly formulated a plan.

"I- I didn't mean to hurt anybody. My uncle made me do it, I swear!"

Even though it was just a ploy, Kyubey easily sensed that there was some truth in these words. How peculiar.

"Why should we believe you?" Lucky Girl countered.

"My name is Charmcaster. I'm Hex's niece. You know what he's like… He doesn't take 'no' for an answer," the female magician explained, with sadness in her voice. Then she moved closer. "I- I can help you! He's after the Keystone in your bracelet."

"Duh. He wants it to magnify his powers."

"But that's not all. If he performs the ritual of Bezel with the Keystone at the highest point during the eclipse, he can recreate all the other Charms you destroyed."

Lucky Girl looked worried with this new information. With all the Charms back together again and the Archamada Book of Spells, he could accomplish what he failed to do before – taking over the world. But she wasn't given much time to think about it before an unwelcome voice showed up.

"Making new friends, Charmcaster?" Phasing out of a grass border, Hex looked displeased with his niece's actions, before moving his hand up to reveal Ben and Grandpa floating helplessly in the air. "Give me the Keystone, or watch them suffer a painful demise!"

"I won't let you do this, uncle!" His niece said, and took her bag from Lucky Girl before sending out a flurry of bat-like Ledgercreatures to surround Hex and prevent him from moving his staff.

Waving his arms about, there was no way for him to perform any of his spells in this troublesome situation.

"Charmcaster, HOW DARE YOU BETRAY ME!" Hex yelled as he was carried off by the rock bats. Following his course, Kyubey watched as he was dropped into a swimming pool, startling the several people there. Meanwhile, Ben and Grandpa dropped safely back to the ground.

"I guess you are legit," admitted Lucky Girl, having witnessed what appeared to be a rejection of her uncle's control. "Now, let's go finish the job before Hex can dry off!"

"My uncle's gonna be really really mad at me, isn't he?" Charmcaster remarked, glancing to the right.

"O-kay, then go with our Grandpa. Ben and I will handle your uncle," Gwen said in a cool tone, pleased with herself. Being the hero is so cool, she thought to herself.

"Oh! Thank you, thank you!" She was taken off-guard as Charmcaster suddenly hugged her tightly, before letting go. "I will never forget this." Lucky Girl gave her a slightly disturbed look in response, before running off with Ben to finish off Hex. That was weird.

"Is it just me, or was that a bit weird?" she asked her cousin.

"You're a superhero now. Trust me, people act weird around us," Ben reassured her.

As they arrived, the water from the swimming pool flowed up to create a rising pillar, with Hex at its top. Looking at them with unmoving eyes, he seemed to be furious with the two kids standing before him right now. Kyubey sensed that a lot was going through his mind.

He was a master magician, and on a weak realm like this without the presence of his golden-hearted brother, he should have conquered it ages ago. Once he had control over the Keystone and completed the ritual, his power would surpass even that of the great Adwaita himself! He'd always lived in the shadow of his older brother, so why, why when his idiotic brother was finally out of his way was ruling a world so difficult? Even without the Charms of Bezel, there were still a great many things he could accomplish with his own power.

So why did such insignificant brats manage to stand in his way?! It was as if they wanted to test the height of his magical prowess.

"My watch is still in the red. We have to wait," Ben said suddenly, looking at his Omnitrix.

"We can't!" Lucky replied, and jumped up to fight Hex. To her surprise, however, she fell back down and hit the ground hard.

As Hex moved down towards her, Ben tried to go to the rescue but as he was, he was but a mere human. The master magician's eyes glowed yellow as he froze the boy in midair.

"Give me the key!" He declared, and firmly grabbed Lucky Girl's wrist with the intention of yanking off the Keystone, or even slicing her arm off if necessary.

The redhead shrieked helplessly. But then- his expression became one of surprise as his hand wrapped around the wrist gauntlet, and finally that of amusement as he realized what his niece did. His anger faded away. Letting his nemesis go, she stumbled back as he observed the two kids with a look of satisfaction.

"We'll see each other soon, and finish our business then."

Finally, he disappeared in a red cloud of smoke.

"Uh, what just happened?" Ben asked. His answer came in the form of a gasp from Gwen, as she looked at her bracelet.

"The Keystone, i- it's gone!" Hex didn't take it, so her mind raced back. Think, how did- Then she remembered the tight hug, and her fists clenched. She'd been tricked. "Charmcaster."

Shortly afterwards, the two Tennysons found their hurt Grandpa back in the maze and helped him all the way to the Rust Bucket. He groaned as he sat down by its side, telling his grandkids how she attacked him before making her escape.

"All that 'my uncle made me do it' stuff was just an act! She needed to get close enough to me to steal the Keystone." Gwen said in an angry voice, and pulled off her Lucky Girl mask. Her face changed to disappointment with herself. It'd been so obvious, yet she let the magician's lies get to her head. "Some hero I turned out to be."

"Right now, all we should care about is how to stop Hex and Chamcaster before they recreate those other charms," Ben replied bravely, stepping in to help his cousin.

"She said the ritual would be performed at the highest point during the eclipse," Grandpa continued.

"And the highest point around here is…" Their looks all moved up to the huge tower not too far away from where they were. Being in Las Vegas, there was only one possible place that fit the bill.

Measuring at over a thousand feet, the Las Vegas Stratosphere was both the tallest structure in Las Vegas and the highest freestanding observation tower in all of the United States, open since 1996. A tower, a hotel, and a casino, the two magicians would without a doubt be at its point during the solar eclipse to perform the ritual.

Now that that was answered, all that remained was actually getting up there and stopping Hex and Charmcaster before their plans could come to fruition. Which was an impossible task for a human.

"Wait right here!" Gwen said, before running off to find a safe place.


A light floated up from the Stratosphere's observatory just as the moon came into view, positioning itself just above the tower's point. All of a sudden it turned a reddish color in front of the sun, as the sky darkened and an ominous voice chanted from atop the tower. Right now, the eclipse was only a few minutes away.

Standing in an empty alleyway far from the tower, there was no way she could make it in time to stop the magicians. Not only that, but Ben's watch was still recharging, and it'd probably take a few more minutes until it was finally ready again. By then, it'd be too late.

"And that's why you came to me," Kyubey summarized, after Gwen quickly explained the situation to him.

Not that he didn't already know.

"This isn't some kind of trick, right?" the girl asked, just to be sure. "You'll give me the power to stop Hex."

Kyubey nodded in affirmation.

"Gwen Tennyson, are you sure you want to do this?"

"I'm sure," Gwen replied with a nod. "The entire world's at stake and Ben's watch is still recharging, so I don't really have much a choice."

The Incubator's eyes flashed slightly as he sat in front of her, his tail waving about in the air. Directly behind them was the Las Vegas Stratosphere, and above it all, an ominous solar eclipse. Although it wasn't originally part of his plan, he couldn't help but think to himself about how extremely convenient this was.

"Now, make your wish!"

"I wish—"

Looking down at the Lucky Girl mask in her hands, the redhead shut her eyes as she clenched it tightly.

"—to have the Charm of Luck again!"

With that, a surprisingly massive influx of blue energy blasted outwards as her soul was extracted and condensed into a Soul Gem. The very air around her shook with mana, tearing away at the ground to form a deepening crater. Kyubey had to back away by several meters to avoid being obliterated. Afterwards, a single stone charm began to repair itself in front of her, the Bezel word for 'luck' inscribed upon it.

The power she radiated was far beyond expectations. She appeared to be a human in every possible way, and her issues were never that noteworthy to begin with, so it was difficult for him to understand why she had so much magical potential to begin with.

"Your wish has improved entropy. Let your new powers shine!"

Moments later, a figure showered in light emerged from where Gwen was once standing and burst up the nearest building. From there, she began to move from building to building, rapidly getting closer to the Las Vegas Stratosphere with her enhanced abilities. However, as powerful as she was at this point, there were less than two minutes left to the solar eclipse.

Could she make it in time?

To Kyubey, it didn't matter.

Her fate as a Puella Magi had already been sealed.

With her Grief Seed, while it wasn't quite enough, he would get really close to completing his quota. In the meantime, he would let her enjoy her regained identity as Lucky Girl.


Being meguca is suffering. This won't be any different~