Ben 10 Guild Mage

Chapter 2: A Favor in Need, A friend indeed

AN: OK, when I asked people to be honest about this story, I was referring to the story in whole, not just about Ben and the original aliens I gave him. Granted, it gave me perspective about how people feel about that topic, and my choice of Alien names, but I was hoping for some input about the Fairy Tail aspect as well. As for the reviews for last chapter, Rexfan1333 and a guest threw in the idea for Ben being paired with Kagura or Lucy. I like the idea, and I'm not saying no. I was thinking either those two or Yukino (depending on what happens in future chapters.) If anyone has any ideas about Ben's girlfriend in this story, I wouldn't mind hearing you out, except for two conditions: No Harems, and Not Flare. No offence to the crazy haired chick, I do have respect for her, mainly during the Sun Village Arc, but Flare just doesn't seem like someone Ben would date. Also I would like to apologize, I messed up in my last chapter, and I meant to say the games were in two weeks, not three days.

-Magic Council Headquarters: Era-

"This doesn't prove anything!" The aged voice of Gran Doma bellowed to the other council members. After Twilight Ogre was disbanded, the council went into a wicked frenzy in regards to the Poison Make user, Rika lasting several days.

"She declares that three guilds couldn't stop her and her true guild." One member reminded. "Who else would it be?"

"I agree with the head councilman." A female member stated. "All we know is she poisoned Makarov, we have no knowing that this Rika person, if that is her real name, is a member of that guild."

"Regardless, what is the situation on this new member of Fairy Tail, Tennyson is it?" Doma asked this question was directed to the commander Lahar.

"As far as we can tell, he is an unusual re-quip/take over hybrid and bears no ill intents." The commander admitted.

"That has yet to be decided." Doma commented. "Observe him during the games, that's an order."

"Yes sir." Lahar said with a bit of confusion. As the council was finally dismissed, Lahar walked out of the council room in deep thought, in regards to the newest fairy.

-Magnolia Beach-

"This kid is something else Makarov." The aged voice of Porlyusica commented. She had come over to check up on Makarov, despite her immeasurable and unusual hatred for other humans. However, a bigger bomb was dropped when Wendy recognized the aged medic's scent to be that of Grandeeney, her dragon foster mother. Porlyusica finally came out at admitted she was the Edolas counterpart of said dragon. Makarov had known she was from Edolas, but didn't know she was the counterpart to a dragon. However, Wendy was shocked to discover that Porlyusica had met Grandeeney once before, and asked her counterpart to give Wendy notes on two Dragon Secret Art Spells.

"I'll say, these transformations of his will be the death of me one day." Makarov commented, observing how much training his children were putting in with only 5 days remaining until the games.

Currently, Ben was his newest flying form: Wing-Storm. He was a dark brown humanoid falcon like alien. His hands and talons were razor sharp and he bore a razor sharp boomerang looking crest on his beak. Said aliens only clothes were a pair of green and black shorts and the Omnitrix sash that Humongasaur wore. On his left shoulder was a gold Fairy Tail mark.

"Come on you three, I thought you wanted to hit me?" Wing-Storm chuckled with a caw.

"Hold still and we'll show you." Erza said, wearing the black wing armor. She charged at the bird with two swords in her hands, aiming for the falcon.

Wing-storm flapped his wings with incredible strength and created a powerful cyclone. Erza tried her best to stay on course, but just as she reached her target, Wing-storm moved to the side and slammed his wing into the fairy queen. Quickly, Erza recovered and was about to attack the bird, when a powerful stream of flames, coated in iron attacked, causing the two to back off.

"You two trying to make me extra crispy?" Wing-storm asked sarcastically to Natsu and Gajeel.

"Yeah, it's called a combo move bird brain!" Gajeel taunted.

"Deep fried chicken, iron style." Natsu shouted, clearly hungry.

"What a good idea." Erza said slyly, turning to Wing-storm who nodded.

"What was that problem dragon slayers have with travelling again?" Wing-storm asked with fake curiousness. Both Natsu and Gajeel got uncomfortable looks on their faces while Makarov's was the exact opposite.

"This is not going to end well." Pantherlily said from the side.

Immediately, Erza and Wing-storm swooped down, and grabbed the two dragon slayers.

"This is not fair." Natsu groaned, looking like he was going to throw up.

"Let us go!" Gajeel warned, looking the same as Natsu.

"OK!" Ben and Erza said in unison, they released their targets, which collided into each other head first, and landed on the ground.

"Well at least noting important got damaged." Grey chuckled.

"Say that again stripper, I dare you!" Natsu demanded, jumping right back up.

A bright red light shined behind the two bickering guild mates signifying Ben returning to human. After the incident with Twilight Ogre, Lucy and the other girls immediately took Ben out shopping as a thank you for saving the master, and the Proto-whip. After what Ben referred to as hell on Earth land, he was given a wardrobe meant to keep up with both his heroics, and the upcoming fights in the Grand Magic Games. He was wearing black cargo pants with a green stripe going down the right side. His shoes were black and white sneakers made of a more durable material than the ones he wore before. His shirt was dark green with black stripes on the right side and the Fairy Tail emblem on the left upper chest. He also wore a green hoodie jacket with the number 10 on his back.

"I swear, the way you two fight." Ben began, only to hear screams coming from the hotel. Everyone turned to see Lucy and Levy running for dear life, from Happy, now wielding the Proto-Whip in fire mode.

"You two must suffer!" Happy shouted with angry tears in his eyes.

"Natsu!" Lucy shouted. The Fire Dragon Slayer immediately knew what she meant and ran up, inhaling the fire whip.

"Jeez cat, what's your malfunction?" Ben asked walking up and taking the whip out of Happy's hands.

"It's because those two did something unforgivable." Happy seethed then more tears rolled down his face. He turned to his knapsack and pulled out a series of charred fish. "They ruined my fish."

"I said I was sorry!" Levy shouted. She sighed, then explained. "I was really curious about the technology used to make the Proto-whip and was looking it over, when I accidently activated the fire mod, destroying Happy's lunch."

"It's cooked and it was an accident." Ben told the cat with a firm tone.

"Fish taste better when you eat it raw, everyone knows that!" Happy shouted still angry.

"I told you we'll by more fish for you." Lucy shouted, taking her weapon back.

"You better." Happy threatened.

"Do I need to turn into Megahurtz?" Ben threatened, going for the Omnitrix.

"Don't even joke about that!" Natsu, Happy, Gajeel, and Panther-Lily shouted with rage. Megahurtz was Ben's new armor plated, sonic frequency blasting form. Right after Ben transformed for the first time, everyone found out the hard way that Megahurtz's attacks were really effective on animals, like exceeds. However, since Dragon slayers had senses that rivaled wild animals, it affected them the same way.

"Now we can use that instead of Erza to get Natsu to stop fighting." Lucy chuckled to Levy.

Later that day in the nearby town of Forest Cove, Ben and his new assortment of friends were shopping for supplies. Or at least, that's what the Happy, Levy, Natsu, Lisanna, Juvia and Lucy were doing. Ben, Erza, Wendy, Carla, and Grey were asked by Makarov to make sure Natsu wouldn't destroy anything.

"Are you certain you don't want one of these?" The Merchant asked Ben, suggesting one of the gems he had.

"Naw, I'm just browsing." Ben said, wondering how Gwen would react to all of this.

"I want that one." Happy told Lucy, pointing to a massive swordfish.

"That cost more than my rent!" Lucy told the cat.

"What's your point?" Happy asked dryly.

"Yeah, that looks tasty." Natsu said, ready with a fireball.

"Don't even." Lucy threatened.

"So Ben," Grey said, coming up. "Any broken alien hearts?"

"Why do you asked?" Ben asked a little uncertain.

"Just asking." Grey shrugged.

"Well there was this one girl, Ester, but we ended it on good terms a while back." Ben admitted.

"And by good terms you mean?" Carla asked with her paws on her hips.

"We both admitted we just weren't connecting right, and agreed to see other people." Ben clarified.

"Is she hot?" Grey asked slyly, unaware Juvia was right behind a pillar nearby.

"You couldn't date her Grey, to her species a steam filled magma cavern is a winter's breeze." Ben said flatly. "Besides she's already seeing someone else." At that Juvia let out a sigh of relief.

"Already?" Wendy asked slightly surprised.

"Yeah, my cousin Sunny's ex Antonio," Ben said, uncomfortably. "He's a troll."

"Benjamin, I know you may be upset." Carla began with a tone a parent would use to scold their child.

"Uh, that's no insult." He pulled out his phone, (Which he upgrade with Tech-support so now the battery lasts 3 months on a charge using a special lacrima crystal generator so everyone else could mess with it). He scrolled through his photo gallery marked epic battle win selfies and showed Carla the picture.

"Oh, you weren't insulting the boy." Carla said flatly, seeing Ben and Rook on top of the large, unruly, and unclean creature.

"What happened there?" Wendy asked, seeing a portion of the background destroyed.

"Sunny thought it would be a good idea to cheat on Antonio with another guy," Ben began. "So when he found out, Sunny told Antonio that my other cousin Gwen gave her the idea, so since she was shopping for alien books in Undertown."

"Say no more." Carla said, understanding fully.

Just then, a series of blasts went off down the street.

"Natsu, what the hell?" Grey asked.

"I'm innocent!" Natsu shouted angry.

To everyone's surprise, it was a white horse, covered in gold armor, charged through several buildings after a man in a white suit with sun glasses.

"You know I've heard of animals going wild, but that's ridiculous." Ben said, surprised.

The horse charged after the man, and several cannons opened up throughout the armor, and shot several rounds at the man.

"Ben, don't even say it." Grey warned.

"What it's my catchphrase." Ben countered, activating the Omnitrix. "It's hero time." In a flash of light, Ben was replaced by an alien that looked like an overlapping series of vines. It wore armor that bore a similarity to black dead, decaying wood around his arms, legs, and chest. Its face looked like the top of a tree without leaves. A large wooden spike was attached to his left shoulder, which had the Omnitrix disc. On the right was a forest green Fairy Tail mark with cracks outlining it.

"Dreadwood?" He questioned. "I wanted Slam Tail."

"Quick complaining and let's stop this thing." Grey said firmly.

"And no setting me on fire Natsu." Dreadwood said, turning to Salamander.

"That was one time." Natsu countered, running ahead, swinging his arms. "FIRE DRAGON WING ATTACK!" A series of fire waves launched from his arms and intercepted the horse's attacks.

"Ice Make: Cold Excalibur." Grey summoned a large double sided sword made of ice and charged at the creature. Dreadwood followed suit and morphed his right hand into a large spear.

"Requip!" Erza shouted, switching from her civilian clothes to her new Heart Kreuz armor with a sword.

The horse took notice of the oncoming combatants and turned its attention to them. The cannons shifted slightly and blasted lightning blasts.

"OK, who trains a horse to do that?" Dreadwood asked confused, throwing his hands forward, creating a wood wall for defense.

"Someone who has too much time on their hands." Erza answered, switching to her Lightning Empress armor. She jumped over the wall, spear in hand charged. Just then the cannons shifted again, dispersing more lightning. However once it hit Erza's armor, it essentially bounced off the cloth.

"That was barely anything." Erza stated confused. Just then, the horse fell over, almost like it had died.

"OK, that was incredibly anticlimactic." Carla commented.

Lisanna walked up to the creature and put her hand on it, using her animal soul powers. "It was put into a mad frenzy of some kind." She explained, "Almost like someone wanted to send a message."

"Are you alright?" Lucy asked the man who fell, offering her hand.

"You, you freaks are with Fairy Tail?" He said both panicked and afraid, immediately standing up.

"Who you calling a freak?" Dreadwood asked insulted.

"Ben." Grey reminded.

"Pants." The plant alien countered, causing Grey to freak.

"When my father hears about this, you're guild won't be nothing more than a memory." The man said, with a prideful sneer.

"And your dad is?" Natsu asked, as Ben returned to human.

"My name is Riley Pines the third, my father is the mayor of this town and good friends with the magic council." The man said snidely.

"We tried to save your life and you dare threaten us?" Erza demanded, tempted to re-quip into her Purgatory armor.

"So what if I do?" Riley said, shrugging his shoulders than leaving.

"What was that about?" Ben asked, confused.

"Maybe I can answer." A man in a chef hat answered nearby.

Later at the local diner, the man they had met in the street, Harold, sat them down at the counter and served them all strawberry smoothies and began to explain. "Riley's great-grandfather founded this town nearly 70 years ago and his father's the mayor, so all the powers all gone to that boy's head, which is why no one helped that fool out when he was attacked."

"Any idea who would want to see him dead?" Lucy asked.

Harold's attention turned to Lisanna. "You said someone was sending a message right?" The youngest Strauss nodded. "A couple months ago, this dark guild called Rhino Spear set up shop in the mountains for some lacrima deposit they thought was here, and were causing all kinds of problems for this town." He paused a moment and sighed. "Then the mayor put out a jobs request for any wizard guild to take care of them and one answered the request called Excalibur's Glory."

"I think I read about them somewhere." Wendy stated. "I think the guild master is a former member of the Rune Knights."

"You could tell if you met the wizards they sent." Harold said with a nod. "They were dressed like Rune Knights too, but they sure didn't act like them." He paused again, turning to serve everyone some food. "The team stayed locked up in the hotel room for a day before they did anything, then after the job was done, they wanted three times more money than what was posted."

"Jerks, they should be grateful they even got a job." Natsu said with his mouth full.

"However, there's a rumor floating around that Excalibur's Glory threatened the mayor, on the lines of protection money." Harold began.

"Let me guess, after the mayor said no, attacks have been happening?" Ben asked sarcastically.

The chef nodded. "Everyone knows it's those glory hounds behind the attacks, from what you saw, to natural disasters, and bandits showing up, however we don't have any concrete proof." Harold then stopped for a moment. "You kids said you were entering the Grand Magic Games right?"

"Yeah, you want us to win right?" Natsu boasted proudly.

"No, Fairy Tail never wins." Harold said flatly.

"What was that?" Natsu demanded with fire coming out of his mouth. Lucy grabbed him by the collar.

"Down boy, sit." She ordered.

"No, Excalibur's glory is scheduled to enter themselves, I was hoping you could make sure they lose." The chef said with a sign of hope.

"Now that's something we can do." Ben said determined. Just then a savage sounding snarl was heard then a massive stampede as well.

"No, it can't be, Rhino Spear!" Harold shouted in fear.

"Let's go!" Ben said determined.

"I need to hit something." Natsu said, still angry at Harold. Immediately, the Fairy Tail guild members charged out, leaving money on the counter.

"Well, there are still good wizards out there." He chuckled.

Everyone ran outside to see several people on various animals, wearing armor similar to the horse before.

"Ok assholes." The guy on an actual rhino bellowed. He was decently tall with a jagged scar going across his nose clad in a leather jumper. This was Alan, leader of the dark guild Rhino Spear. "Strip this town of anything useful, I want the lacrima dug up now!"

"I thought these guys left after Excalibur's Glory took care of them?" One villager said fearfully.

"Hurry up, we don't want some wizard guild showing up." The leader demanded as the team of around 30 started tearing everything apart.

"Sorry Scar face, it's a little late for that." Ben said, lining up with the others.

"So what, you think you fools can stop us?" Alan demanded.

"Yeah, we're from Fairy Tail, and were totally going to kick your butts." Natsu declared with fists ablaze.

At this, Rhino Spear started laughing hysterically. "Fairy Tail, those losers that always come in last with the Grand Magic Games." Alan chuckled.

"Yeah, and the ones that are going to kick your butts up one side of the street and down the other." Ben said activating the Omnitrix, turning into Freezer-Burn, who now had a new magma vein pattern on his left upper chest, looking like the guild mark.

"Oh Yeah, IT'S HERO TIME!" Natsu shouted, charging fists first as usual.

"You had to keep saying that didn't you?" Grey asked Ben, taking off his shirt.

"But it is catchy." Erza admitted.

"Take no prisoners!" Alan ordered. All of the animals charged, weapons deployed.

"Solid Script: Lightning!" Levy swung her hands around, creating a powerful lightning blast at the oncoming stampede.

"Animal Soul: Cat!" Lisanna transformed into her feline like form and charged joining the fight with her childhood friend and guild mates.

Grey placed his closed fist onto his open palm and shouted. "ICE MAKE: GEYSER!"

"WATER SLICER!" Juvia swung her arm, releasing a series of high pressured water whips. "I'll prove to Grey I'm better than some alien girl." She thought determined. The two attacks blasted several Rhino Spear members off the ground.

Several guys jumped off of their mounts and let them go wild, charging with various ruins around their arms. "Let's show these Fairy Tail flies what happens when you mess with a strong guild." One guy declared. Only to get kicked off his mount by Lisanna.

"Strangely that felt satisfying." She admitted. Just then, she was blasted in the back with a fire blast by a guy on a horse.

"So was that bitch." He chuckled.

"How dare you!" Erza shouted, punching him in the face.

Down one street, Freezer-burn and Wendy were facing down 10 goons.

"Stand back Wendy, I've always wanted to do this." Freezer-burn said, creating a decent sized ice ball in his hands. With careful aim he rolled the ball towards the squad. Once it reached them, it exploded in a fiery explosion leaving the two on the end.

"The 7-10, tough spare." Wendy said in sympathy.

"Oh yeah, you try to pick that up." Freezer-burn said smugly.

"SKY DRAGON ROAR!" Wendy blew a powerful cyclone at the remaining goons.

"Show off." Ben said flatly. Wendy just put her hands behind her back and smiled cutely.

Lucy had the Proto-Whip in sword mode, allowing her to parry with another sword user.

"It looks like not all of you flies are useless in a fight, maybe we'll enjoy your company." He said with a predatory grin.

"Yeah I wouldn't say that around him." Lucy commented.

"Who?" The guy asked. Just then, Loke appeared in a flash of light and punched the guy in the face.

"Hit on my summoner will you?" The lion spirit questioned darkly, adjusting his rings.

"Thanks Loke." Lucy said, switching the Proto-Whip to lightning mode, as the long electric blue energy rope curled behind Lucy.

"Hey where'd you get that?" Loke asked confused.

"Oh, our new guild mate Ben made it for me." Lucy said offhandedly.

"WHAAT?" Loke demanded. "Who is he and why is he giving you gifts?"

"Uh what?" She asked confused.

Just then Freezer-burn shot one of his fire/ice combo blasts at an oncoming wave.

"You guys just going to stand around, or are we going to fight?" Freezer burn asked sarcastically.

"You got a new spirit and didn't tell me!" Loke asked confused.

"Uh, what?" Ben asked confused.

"Loke, this is our new guild member, Ben." Lucy explained, then paused wondering how to continue. "He does this Requip/ Take over thing and made the Proto-whip for me."

"In my defense, her keys were taken, and her whip was destroyed." Freezer-burn countered, instantly seeing where this was going.

"Well then." Loke shifted his sunglasses in a way that made him look menacing.

He then grabbed Freezer-burn's hands and shouted. "Thank you for protecting my princess when I couldn't."

"Calm down already!" Lucy ordered loudly.

"Now, then being a gentleman that I am," The golden key spirit said, adjusting his rings. "It only seems right I back you up!" He charged at a mounted animal with golden fist and shouted. "REGULUS IMPACT!"

Natsu punched and kicked his way through several Rhino Spear members with the intent of getting to Alan.

"I'll go where needed, you all finish up here!" Alan ordered, heading off.

"You get back here!" Natsu ordered, however he was starting to feel sluggish.

"Hey, Natsu!" Freezer-burn called. Salamander turned to see Freezer-burn with a fireball, Lucy with a fire whip, Lisanna in harpy form, and Erza in Flame Empress Armor. "SNACK TIME!" The three fire attacks launched forward, while Lisanna flapped her wings, increasing the power and speed of the flame.

Natsu opened wide and ate the flame in one gulp.

"Go get him Natsu, we'll handle these fools." Erza demanded.

"Thought you'd never ask!" He shouted, punching past the goons and running after Alan.

"Why send him off?" Grey asked.

"So he doesn't get mad at me for this." Freezer-burn said, tapping the Omnitrix disc. In a flash of emerald light, the fire/ice golem was replaced by a tall silver, black, and blue shogun armored figure with a speaker for his mouth, and the front of his shoulders. It had pointed tuning forks located on its shoulders, helmet, and gauntlets. Two black straps crossed over the chest with the Omnitrix disc connecting them. A blue Fairy Tail guild mark with a pulse like outline was on his left forearm.

"Ah, Megahurtz, always a pleasure." Juvia said understanding.

"And don't you forget it." The samurai like alien said with a filtered Japanese tone. He raised his arms and the tuning forks and a sonic blast was released, focused on the animals.

The mounts soon started freaking out, bucking wildly to the point where everyone fell off. As the animals ran into the forest, the remaining Rhino's looked up in fear at Erza.

"Now where is your master heading?" She demanded darkly.

Natsu followed the Rhino's scent and soon found himself at Town Hall, with a busted down door.

"This should be good." Natsu said, going in.

"Now where's the money?" Alan threatened the mayor.

"I told you, I wasn't paying them anything!" The mayor said with a panicked tone.

"Tell the truth before my large friend here gets mad." Alan chuckled.

"Hey scar face!" Natsu shouted. Alan turned his attention to the fire dragon slayer.

"Charge." Alan said bored. The rhino turned around quickly and did as it was told. "Armor Magic: Steel Gaiden!" The rhino's armor was now covered in silver armor with razor sharp blades all over the body. Natsu was pushed forward as the beast charged, effectively pushing the three out into the street.

Natsu smiled and shouted "FIRE DRAGON: ROAR!" He shot a powerful fire blast right at the beast, causing it to fall over.

"Cute kid, but my armor magic doesn't cover my beast!" Alan chuckled darkly. "ARMOR MAGIC: TITANIUM FURY!" Alan was now covered head to toe (Except for his face) in powerful Titanium Armor.

"Die Fairy Tail fly." Alan ordered, slamming his fist into Natsu's mid-section. However to Alan's surprise, the attack didn't do anything.

"Sorry pal, but I've felt stronger metal attacks than that!" Natsu declared. His flaming fist hit Alan dead on, causing the armor to break.

"No, it's not possible, Fairy Tail's the weakest guild out there." Alan said panicking.

"We're not flies, were wizards!" Natsu declared as two fireballs appeared in each hand. He clapped his hands together and shouted. "FIRE DRAGON: BRILLIANT FLAME!" A powerful fireball blasted down the street and hit Alan dead on. The attack covered him in flames, causing the guy to scream in pain.

"What's his problem?" Natsu asked himself confused. Eventually Alan fell into a nearby river, finally putting out the flame.

"Easy," Lucy said coming up with the others. "When Titanium starts to burn it can't be put out."

"Oh." Natsu said, the then pouted seeing Ben as Megahurtz.

"You Fairy Tail flies think this is the end of me?" Alan roared. "ARMOR MAGIC: ELEMENTAL FORGE!" The earth and water around the river Alan fell in began to merge into one massive being. It was a titanic pile of mud, meshed together to look something like human and had chunks of trees sticking out.

"Huh, wasn't expecting that." Megahurtz admitted.

"Who could?" Happy asked.

"Now, it's time you flies get squashed." Alan boomed. He raised his hands and they melded together into a hammer. He swung it down and released a powerful wave of mud.

"Hope this works." Megahurtz said. He thrust his hands and released a powerful sonic blast, however all it did was push the wave back slightly.

"Time to go." Lisanna said, switching to her bird form. Everyone scattered with the exception of Grey.

"Grey, what are you doing?" Lucy asked.

"Something I've always wanted to try." He said, slapping his hands together. "ICE MAKE: ARTIC TIDAL WAVE!" A frozen wave with ice chunks erupted from his hands. The ice quickly mixed with the golem armor, causing to freeze completely.

"And this is why Grey is the absolute best!" Juvia squealed.

"Anyone care to do the honors?" Grey asked turning to the others.

Natsu and Megahurtz turned to each other with a closed fist. "Once, twice, shoot." Natsu had rock, Megahurtz had scissors.

"Boo yah!" Natsu charged with a flaming fist, only to see Erza had requipped a massive hammer and destroyed the frozen armor.

"Erza." Natsu whined.

"What?" She asked confused.

Later, after the Mayor promised the others Rhino spear would be taken care off (And that the damages would come out of Riley's allowance for threating Fairy Tail like he did) the team started to head back, with Natsu bothering Ben about a certain topic.

"Tell me more about it!" He said excitedly.

"It was one time." Ben countered.

"But still, you met a dragon!" Natsu countered.

"I already told you, we helped him get off world after the Forever Knights attacked." Ben said tired.

"Then what happened?" Happy asked equally excited.

"I never saw another dragon again." Ben stated firmly.

"The life you live Benjamin." An unfamiliar voice said. Well unfamiliar to Ben anyway, everyone else however.

"Jellal." Erza gasped. It was then three people emerged from the shadows. One man and two women. The man was tall with spiked blue hair and a strange rune like tattoo across his eye. To the senior members of Fairy Tail, this was the man was Jellal Fernandez, the man who had manipulated the previous Magic council masterfully, then after a bout with amnesia, aided Fairy Tail and several other guilds into stopping the Dark Guild Oracion Seis. However because of his actions with the magic council, he was still placed under arrest.

The first woman was someone Grey couldn't believe was in front of him. This was Ultear, daughter of his late master Ur, and once a member of Grimore Heart, a guild seeking the return of the dark wizard Zeref. Her entire motive was she was kidnapped by a dark guild at an early age, and was under the impression Ur didn't care about her. However during her fight with Grey, she quickly found out that wasn't the case.

The second woman was a person Juvia had mixed feelings about. This pink haired woman was Meredy, Ultear's disciple in Grimore Heart. She had looked up to the time altering mage since she was little. So since at the time, Ultear hated Grey, Meredy hated Grey, which invoked Juvia's psychotic wrath. After an interesting fight, the two settled their differences.

"Jellal, do you?" Erza began in a whisper.

He nodded. "My memory has indeed returned, and I take it you have heard of my escape."

"We didn't give him much choice." Ultear said, getting a little too close to Jellal for Erza's taste.

"Don't drag me into this, it was all you Ultear." Meredy said happily.

Juvia looked like she was going to attack Meredy, who simply waved hello, immediately calming the water mage down.

"Ok, so am I busting them or something?" Ben asked, going for the Omnitrix.

"Don't bother, they're not our enemy's anymore." Grey stated firmly.

"Yes, I committed many sins in Grimore Heart." Ultear admitted. "So many I doubt I can atone for all of them, so I've decided to bring peace to those I've hurt until the day I die."

"You've risked so much for him." Wendy commented.

"That's because he's one of the people I've hurt." She admitted.

"No, we have no quarrels with any of you." Jellal explained. "In fact we want to help."

"Help how?" Natsu asked confused.

"Due to recent actions," Jellal began, this directed at Natsu. "We've decided to form a new guild, independent from traditional formats, Crime Sorcière." Jellal explained.

"Independent how?" Lucy asked.

"Our goal is to end Zeref and all dark guilds." Jellal admitted. "We believe we have gained the ability to sense where he is due to our involvements, and our most recent trace is in Crocus."

Now Ben was fully interested. Zeref was a dark wizard of unrivaled power that existed centuries ago. However recently Fairy Tail found out Zeref has immortality and hasn't aged since.

"Discretion is our primary goal and you will be paid like any other job if you help us." Ultear explained.

"OK, not that this doesn't sound good, but why don't you guys become official?" Ben asked confused.

"We have no intent of becoming an official guild by standards of the magic council, especially during recent events." Meredy explained.

"What do you mean recent events?" Ben asked skeptically.

"During your absence, a new guild has emerged called Guiding Light." Jellal began. "Its sole goal is to destroy every guild in Fiore, and overthrow both the King and Magic Council."

"WHAT?!" Everyone shouted in confusion.

"Guiding Light is under the impression that they are the only guild in existence that isn't a dark guild, the royal family is incompetent, and that the magic council is corrupt and incomplete." Ultear explained. "Because of which, they've taken down several legal and dark guilds in the past 5 years."

"How many is several?" Lucy asked scared.

"Far too many." Jellal answered. "From what we can gather, Guiding Light sends one of its members into a guild undercover to destroy it from within."

"Like that Rika girl?" Grey asked.

Meredy nodded. "And recently, we believe they've planned something big for the Grand Magic Games."

"That means we have to train even harder!" Natsu declared with a burning passion.

"There is an alternative." Ultear explained. "There is a spell I know that can grant you all second origin through my Arc of Time."

Everyone looked at her in shock, except Ben who asked. "What's second origin?"

"With it, a wizard can access more power than before." Grey answered.

"And something for you too Benjamin." Ultear said, stepping forward. "We know of your origins."

"You guys have been spying on me?" Ben asked with a raised eyebrow.

"For safety reasons, yes." Meredy nodded. "We initially thought you were a member of Guiding Light, but you proved us wrong almost instantly."

"So what do you guys have in mind?" Ben asked.

"Using Arc of Time, I'll be able to change the Omnitrix back to the way it was." Ultear explained.

"Do it, I want to fight Rath." Natsu demanded grabbing Ben's wrist and pointing the Omnitrix at Ultear.

"You just want to get rid of Megahurtz." Lucy said flatly.

"Same thing." Natsu countered.

Ultear raised her hands and her eyes turned a vibrant purple coloring. An energy sphere covered the Omnitrix, however no sooner than she did, a series of green energy bolts collided with the spell, cancelling the two out.

"Uh, what was that?" Lucy asked.

"From what I can tell," Ultear began. "The Omnitrix has the ability to reject time based effects."

"OK, that's a new feature." Ben commented.

"You didn't know about that?" Juvia asked confused.

"Does it look like this thing came with an instruction manual?" Ben countered.

"He's got you there." Lisanna admitted.

"No matter." Ben said, upset he couldn't have his old forms back. "I've saved the day before with a reset Omnitrix, I can do it again."

"A noble point." Jellal said, then turned to the others. "You are all certain this is what you want?"

"Of course." Natsu confirmed excitedly.

"Be ready, while this power will grant you your strength, you will endure pain like you never have before." Ultear warned.

"Don't worry, I can take it." Natsu boasted proudly. "By the way I'm totally ok with you pretending to be a girl."

"What do you mean pretending?" Ultear demanded angry.

"What?" Ben asked.

"Long story." Grey answered.

Roughly five minutes later, Natsu was covered in glowing red ruins and on the ground.

"I can make it." Natsu groaned through his teeth.

"I think I'll skip this kind of training." Lisanna said, slowly leaving.

"I don't know if I can endure that kind of training." Levy commented, hugging Wendy, frightened.

"I think I'm going to cry." Wendy said, unaware tears were already rolling down her face.

"Hey where's Erza?" Grey asked.

"She and Jellal are having some private time somewhere." Happy answered.

"I think you and I should do the same Grey." Juvia exclaimed happily, dragging the ice wizard.

"Nice try Juvia." Grey said flatly.

Meanwhile down the beach, Erza and Jellal were watching the sunset.

"So, you remember everything that happened, even Nirvana?" Erza asked with a bit of uncertainty.

"Yes, I remember it all, Nirvana, you, the Tower of Heaven, even Simon." He said the last part with more sorrow than the rest. "I killed him with my own two hands, and I just laughed as he fell."

"Is it accurate to say I'm speaking with the Jellal I knew as a child?" Erza asked.

"I'd be happy if you thought of it that way." Jellal admitted, not looking at her. "I also wouldn't blame you if you wanted to kill me for my actions."

Do you honestly believe Simon would want that?" Erza asked rather harshly. "What about all the good you're doing with your new guild?"

"Don't get me wrong, Crime Sorcière is a start and I hoped it would grant me peace," Jellal began. "However given everything I've done with the Tower of Heaven can't be undone so easily." He said, still sulking. "Perhaps it's best I did die."

At that, Erza slapped him hard. "You'd be satisfied with the coward's way out!" She demanded.

"It's because I don't have the strength to continue this." Jellal admitted, not looking at her.

"You think you need to be strong, life itself gives us strength." Erza reminded angrily.

Jellal remained silent.

"I don't see the old Jellal before me." Erza shouted, on the verge of tears. "The Jellal I knew was full of life and would NEVER give up!"

"Maybe he's dead then." He said offhandedly.

Erza grabbed him by the collar and lifted him up. "SNAP OUT OF IT!"

Just then, the two were sent rolling down the hill, as the local flowers released spores, lighting the way. Eventually they stopped, with Jellal on top of Erza, their lips inches away from each other.

"You always know what to say, don't you?" Jellal asked.

"That's not true and you know it." Erza commented, her face slowly bringing a smile around.

"Erza," Jellal began after a moment of silence.

"I thought I'd never see you again." She admitted.

After another moment of silence, Erza lightly grabbed Jellal by the face and slowly brought it closet to her own.

Almost instantly, he broke it off and stood up. "Erza, I can't I have a fiancé." He blurted out quickly.

"What?" She asked confused, immediately getting flustered.

"I'm sorry, I didn't tell you." Jellal admitted.

"Congratulations," She said, incredibly awkwardly.

Later on, as the others were given their power boost, Erza was walking alone, needing some time to herself.

"Fiancé," she asked herself, then chuckled. "He's still a horrible liar."

Maybe, it's best this way, for now this is our story." Erza said to herself, brushing her hair out of the way.

"Hey Erza, look at my drawing." Happy said, getting the woman's attention. In the sand, Happy drew a heart with a crack going down it. The blue cat did his best to hold in his laughter. Erza's response was punting the Exceed a good half a mile.

"You know she doesn't believe that whole fiancé bit right?" Ultear asked Jellal from their cave hideout.

"It's better this way." Jellal admitted reluctantly.

"Keep telling yourself that, and maybe you'll believe it yourself." A fourth voice said.

Everyone turned to see an familiar sight, the unofficial fourth member of Crime Sorcière, and time travelling ally of Ben Tennyson, Professor Paradox.

"You could have told us the Omnitrix was immune to Arc of Time." Meredy said rather upset.

"My apologies, it wouldn't be convincing if I didn't." The professor explained in his grandfatherly tone. "It's a little something I helped Azmuth with when he developed the new Omnitrix."

"But why didn't you come with us to meet Fairy Tail?" Jellal asked. "I'm certain Ben would have loved to know you're here."

"True, but then he most certainly would have wanted me to send him home." Paradox explained, unhappy with his own decision. "However he needs time to bond with Fairy Tail, and they will be needed to save both this world and Ben's."

"Yeah, from a threat not even you can see coming." Ultear complained, hearing this before.

"Ultear, we've been over this," The professor explained yet again. "Something is going to happen during this year's Grand Magic Games and because of it, I can't access that portion of time without ripping a hole in the space time continuum."

"Be that as it may," Jellal said, standing up. "Let's hope they can stop it."

"You and me both Jellal." Professor Paradox admitted, for the first time in his immortal life, uncertain of future events.

-Omnitrix Database-

Species name: Raptorian

Hero Name: Wing-Storm

Home world: Curenta V

Abilities: Wind Generation, Flight, Strong Talons, Binocular Vision

Description: High fliers, these Aliens are expert hunters and are know to catch there prey almost instantly. However a key weakness is their fear of their natural predator, the Airacnide.

Species Name: Rotton Sapien

Hero Name: Dread Wood

Home world: Florana

Abilites: Chlorokineses, wood constructs, extendible limbs, toxic immunity, durable armor

Description: Nicknamed the Anur weeds, Rotton Sapiens, are creatures created from an illegal dumping operation from Anur Phatos. However with help from the Galavans, they've been able to flourish into a peaceful civilization.

Species Name: Frequenzor

Hero Name: Megahurtz

Home world: Pulsious X

Abilities: Durable Armor, Sonic Blasts, Frequency manipulation

Description: Living sound waves trapped in armor, these creatures are believed to have powers on par to Sonarians. However this theory is never proven on account of possible planetary destruction.

And done with chapter 2. This took a lot longer than expected and I ended up rewatching that episode of Fairy Tail to be somewhat accurate. Also I did throw in Paradox to make the plot a little more interesting. It's what I do. Plus, the whole Omnitrix is immune to time powers will play a key part later in the story. So leave a review.