This Chapter has been re-edited as of January, 2019!

Hello again! Welcome back to another chapter of this remaking phase of mine. We're finally getting to the worst ever Arc that I've ever wrote for this story…

But speaking of which, when I read over this part of The Null Fairy, I have to be honest… I cringed. Not just from the lack of words, but from the whole way of writing, the lack of details to areas, etc. So, I hope to alleviate this disappointing Arc with the re-edits I'll be making. I've noticed some of the few recent reviews talking about this… I'm getting there!

Anyways, the first chapter of this Arc will contain a plethora of things that are different from its original incarnation, so please, take a look! I think a little violence in our Omnitrix wielding brunet is in order, yes?

So, with all said and done, I'll leave you all to this chapter.

And of course, as always… I do not own anything related to the subject of Ben 10 nor Fairy Tail. Please support the official releases, and happy reading to you all!


Chapter 7: War Comes (Phantom Lord Arc Part I)

A few days had conceded since the team had left for their job after the The Con of Rath Incident. Hilariously as it sounded, Ben was able to…get back to being tolerable in his behavior inspection for Natsu and Gray's antics. Happy wasn't far off from that list however, with him being the perpetrator for the whole thing actually.

Currently, the six had arrived back in Magnolia from their successful mission. Ben found this one to be quite enjoyable, enabling him to work out and exert more of a physical effort, primarily because the mission was a hunting one. And whether that be for criminals, a rare creature, or even something common, if he got to move and get rid of the memory in his mind away, it was fair game for him.

The team was walking down the street after returning off from the station. Erza was at the back of the group, smiling with her cart full of suitcases as usual. Ben once again thought to himself as to why the redhead bothered to carry so much stuff as he pulled it as Diamondhead. The people here were strange, he supposed.

As the team strolled down the street, nearby residents of the town stared at them and whispered to one another. They watched at them with what appeared to be sympathy of all things. Having people watching and reacting to his transformations was nothing new to Ben, but the Omnitrix wielder was getting the odd suspicion that it wasn't directed at just him.

"Is… Something going on around here?" Lucy asked first. "Everyone's staring at us…"

"I can understand them looking at me, but the townsfolk should be used to you guys already." Diamondhead looked around. "What's up with everyone?"

"It's not the good kind of looking, that's for sure." Happy commented. "I wonder why..."

"It seems to be out of…pity, or something else." Gray surmised. "But what would make them do so?"

"…I think we have we'll our answer soon enough." Erza then responded.

The group began walking through the city, occasionally hearing more whispers and gaining looks of sympathy from people. Erza and Ben looked around, now properly hearing them mention things such as "it", which rose their curiosity as they continued to walk. After reaching the guild hall however, their curiosity was answered.

Natsu and Gray stared at Fairy Tail's Guild Hall in shock, their faces darkening with anger soon after. Lucy and Happy covered their mouths in shock as well. Erza and Ben were glaring as they examined the hall.

It was pummeled and torn apart by many large metal rods, creating a disaster of a Guild Hall. Even then, the poor building was still standing as a whole, though it still displaced a well-deserved rush of anger towards the people in front of it.

"What the hell…?!" Gray muttered.

"What happened here?!" Erza growled.

Lucy whimpered lightly, holding her hand over her mouth. "I don't understand… Who did this? And why?"

"Someone wrecked our guild…" Natsu gritted his teeth. "But who?!"

"…It was Phantom."

The team then turned, seeing Mira behind them. The poor girl looked like she was about to cry a river. Ben cocked a brow, as he was unfamiliar with the name.

"Phantom?" He asked. Natsu growled loudly as he cracked his knuckles.

"So, it was Phantom, huh?" He muttered.

"Those guys? You've gotta be kidding me…" Gray scratched his head as he looked back at the Hall.

"We couldn't do anything to stop them… They got us good." Mirajane sobbed a few tears.

Ben looked around in confusion, asking his question again. "So… Phantom? Is that a guild?"

Gray turned to Ben, nodding in response. "They're a rival guild. Phantom Lord is their name. We've never been on the best terms with those guys… But even then, they wouldn't dare try to stir up trouble like this."


Later, the group progressed into the building and headed down a flight of stairs that led to the basement. The basement was usually used for storage, but since there were iron pillars everywhere, it was the only place in the Guild Hall unaffected by whatever messed up the top floor.

Mira then directed them to the lower floors. As they entered, members of the guild were chattering about the situation; how they never got along with Phantom, but something like this would have never happened between the two.

The rest of the Guild was present regardless however. Most of them were moping, some were in anger, some were even sad to the point of tears. Anyone could tell that their morale was very low. Ben could even see that some were depressed at this predicament.

Reaching the end of the room, Ben and others met up with Makarov, the latter who was completely drunk. Ben didn't dare try to get close to him, but stayed a modest distance close enough to engage in a conversation with the drunken Master.

"Welcome back, y'all! How was ya trip?" Makarov slurred, gulping down another batch of alcohol.

"It was…fine. Can't say the same for you though, Master." Ben admitted.

"I apologize for not returning here sooner." Erza apologized, bowing a little.

"But why the hell are you all just moping around down here for?!" Natsu demanded angrily. "We should go back and teach those guys a lesson!"

Makarov however ignored the tantrum of the Dragon Slayer, turning to Ben and Lucy. "How did it go, you two? Did ya behave like good kids?"

"Yeah… More or less." Lucy replied.

"Master, please…" Erza said firmly as she tried to get his attention back. "Do you not understand how important and devastating this situation is for all of us?"

"The Guild Hall is completely wrecked!" Natsu yelled harshly. "That's too important for anyone, Gramps!"

"There's no need to get all worried and angry." Makarov responded while sighing. "It's not like anyone died or got hurt."

"Huh?" Everyone then blinked.

"Those fools… It just shows how cowardly Phantom is. They went in and destroyed the place while no one was inside, during the night of all times. That's nothing to be praised for." Makarov scuffed.

"We were lucky that everyone was done for the night." Mira added.

"If they're not even going to bother facing us head on, we shouldn't even pay attention to them." Makarov asserted.

Natsu however growled as he slammed his fist into a wooden crate, destroying it and sending fragments of wood all over the place. Ben sighed as he backed up from the debris.

"We can't just let them wander around in our turf, let alone destroy the place and get off scoff free!" The pink haired Mage argued.

"Enough with this, Natsu." Makarov replied calmly. "We'll handle job requests down here until the guild hall is repaired."

"Repaired…" Ben whispered to himself. However, it was then that his stomach growled. The group looked at him, the boy sheepishly smiling as Mira's smile returned.

"I'll get you something." She offered, however Ben shook his head.

"Nah, it's good. Actually, I just got a good idea…" He replied, turning around to exit the basement. "If you'll excuse me for a second…"

The others looked at him in question, before turning back to Makarov. Natsu quickly got back into his argumentized mindset as he glares at the old man. "We shouldn't worry about—"

"Enough!" Makarov yelled as he looked like he was about to slap him. Unexpectedly however… The old man's hand instead slapped Lucy's rear.

"W-Why…?" Lucy gawked.

"Master! Hands to yourself, please!" Mira scolded.

Makarov then placed his hand back, snickering for a moment. He then jumped off the crate he was sitting on and walked across the room without a care in the world.

"Oi, Gramps! Where're heading off to?!" Natsu demanded to know.

"Keep your fire inside." Makarov retorted. "I need to go and take a leak!"

Natsu's eyes twitched in confusion as he sighed. He looks down on the floor as he growls. "Why...? Why is Gramps taking all of this for and not doing anything in return?"

Mira spoke up again. "It's not like he doesn't care. If anything, he's probably angrier than everyone, but conflict between Guilds are forbidden, so there's nothing he can actually do…"

"But we can't just stand here!" Natsu barked. "Phantom started this whole mess!"

Erza closed her eyes. "If that is what the Master requests, then we must follow it. There's nothing else for us to do."


Later, Natsu and the rest of the Guild made it out of the basement to stand outside the ruined building. Standing out, the team began to hear loud chomping noises as a few people gathered at the guild hall. Looking up, their eyes widened as they looked up at a strange creature that was actually eating the metal like it was lunch.

Natsu then pointed at it. "Is… That who I think it is?"

Gray and Erza smirked, confirming his question.

"Yep, that's Ben." They said. Lucy used an arm to cover the sunlight as she looked up at the creature who was Ben.

This new alien took on the form of a black and grey humanoid beetle that had green eyes and a blue tongue. His jaw was large and grey, revealing teeth of various lengths. His arms, legs, back, and head had black armor, revealing grey skin underneath. A large grey horn was on top of his head with two forks at the top. Spikes poked out from his arms, back of his legs, knees, and sides of his head. On his torso he wore a grey and green uniform, with the Omnitrix dial located on his chest. The Fairy Tail emblem was located on his left shoulder.

Finishing up the last pole that made its way into the Guild Hall, Ben jumped down, landing hard on the ground as the floor tiles cracked. He tipped them off, pointing his arm at the guild while showing off his work. He seemed to be immensely satisfied at what he did.

Ben's horn then began to form a ball of green energy in the middle of the top of his horn, with it launching the energy up into the air in the form of a large green beam as he burped loudly. The team sweat dropped as it lasted for a few more seconds.

"What's up? I Eatle'd the hall! Ha, get it? You know, healed, Eatle? …Guys?" Eatle punned, causing the others to groan.

Gray then placed an arm on his hip. "You really have to work on your punning, Ben…"

Eatle shrugged sheepishly as reverted back to Ben. "Eh, it was worth a try."

Lucy then walked up, taking a look at the bare hall. "Ben, why didn't you use Clockwork to reverse time around the guild?"

Ben dusted off his clothes, looking back at Lucy. "Actually, I was going to, but the Master requested that I didn't when he walked out, said he wanted to remodel the hall actually."

"The Master said that?" Erza blinked in surprise.

"Yeah. So, I decided to help prepare for rebuilding by eating the excess metal that was left around. I also plan to help carry stuff later on as well." Ben then gestured back to the guild hall.

"Remodel huh?" Everyone then said in wonder…

After the sun had set, and nighttime had arrived, Lucy was seen walking down a street that ran across a canal that went through the city. She was pulling her suitcases behind her, thinking about the sudden events of actions that happened around her.

With her was a short and stout white creature with bland eyes and a golden horn-like nose reminiscent of a carrot, giving him a slight appearance of a snowman. His body was seen shaking nervously, though this didn't appear to be dangerous in any way. This was her faithful companion and Celestial Spirit, Plue.

The blonde mage was thinking about the damage done to the Guild by Phantom, and though the Master wanted to actually remodel the building itself, the sudden destruction was devastating to the minds of herself and her fellow guild members.

"This is all suddenly going to some wild direction, isn't it, Plue?" Lucy asked, turning to her companion.

"Puu-puun…!" The small spirit hummed, dancing around a little.

"I didn't know that Phantom Lord and Fairy Tail were on such poor terms." She noted. "Because it's funny… If I couldn't get into Fairy Tail, I was thinking of actually going there instead. But now… I definitely don't regret my decision.

"Puuuruun!" Plue smiled as he jumped into the air.

"Fairy Tail's like the family that I never had..." Lucy confessed as she stepped up to the entrance of her apartment. She took out her key, and began to nudge it into its keyhole.

As soon as she entered however, her eyes bulged open, and for good reason. Sitting at her table was Erza and Gray. Ben was seen merely looking around, jittering a little due to being in a girl's room. The two formers were sitting on one side, with Ben in between them. Natsu and Happy were on the floor, the latter was eating a fish of his own as Natsu rested on the carpet of her house.

Obviously, they were dressed very casually. Erza wore a white shirt that had frills going down the middle, along with a blue skirt. Gray sported a pair of black pants and a white buttoned up shirt, and Natsu and Ben were in their regular attires.

"This is a very nice place you have here, Lucy." Erza admitted.

"Yeah, and only for 70,000 Jewels too?" Gray added. Lucy took a moment to merely stare at her five friends, before going berserk.

"THEY ALL CAME INSIDE WITHOUT ASKING!" The blonde yelled comically as she then threw her at suitcase at Natsu, which Ben winced at as it landed dead center on his face. "Why are you all here?!"

"It's simple." Erza answered calmly, sipping a cup of tea "Since it hasn't been long since Phantom had attacked our Guild Hall, we're on the assumption that there may be members of their guild lurking around."

The Ice Mage gestured a hand as he added on. "They probably know where everyone lives… Well, everyone except for Ben. Where do you even live, kid?"

Ben sweat dropped. "That would be telling… And I preferred that you all don't go and barge into my own residence like what you're doing to Lucy's right now."

Gray rose an eyebrow, before turning back to Lucy. "Anyway, Mira said we'd be safer if we holed up together. Strength in numbers, right?"

Lucy gave his words a thought, before sighing in a dejecting matter. "That would make sense, I admit…"

"That's why everyone in Fairy Tail is having a slumber party tonight." Happy exclaimed. "Everyone around these parts are going up and boogying together!"

"That's not really the way I'd say it, Happy…" Ben sweat dropped.

"And besides, Lucy…You are a very attractive girl after all." Erza explained. "Who knows what might happen to you if you were stuck here in a room full of guys? I felt like I could only relax if I stayed here as well to keep things in order."

Ben looked at her in question as he pointed to himself. "Wait… Even me? Why am I included for?"

Erza patted his head as she shook her own in denial, giving him a blank smile of vagueness. "You'll know what I mean when you grow up."

"…Huh?" The Omnitrix wielder cocked a brow. "…I don't get it."

"This ain't the time to snooze around though!" Natsu inputted angrily. "Grr… I wanna get back at those creeps…"

"So… It was already decided that the guys would stay here?" Lucy queried.

"Only Natsu and Gray." Erza revised and answered her. "And I convinced Ben to come along, since I feel like Phantom might target him for being a child. After all, we should stick together. We're a team, are we not?"

"But why'd they have to come to my place?" The blonde then asked. "Why not anywhere else…"

"…Hm? Oh!" Happy then eyed something, going through a basket of laundry. "You've got a lot of laundry to do even though you're a girl, Lucy."

"Hey, we've got a kid here! Don't go and show him my clothes!" Lucy shouted.

As Happy began to go through the blonde's clothes, Ben noticed that Plue picked up a pink lollipop off the ground and started licking it. This quickly caught Natsu's attention as he sniffed the air, making all of his anger disappear almost immediately.

"Hey!" Natsu yelled. "Plue, you found some grub to chow down on? Hey, save some for me, ya little white snowball!"

"P-Punnn-puuunnn…" Plue said, still licking at the candy. He seemed to be delighted at the taste of it.

"…Is that also a Celestial Spirit?" Ben wondered out loud.

"Hey, Erza, I found some panties! Take a look!" Happy suddenly announced, pulling a pair of underwear from Lucy's drawer. Ben blushed a little, before turning back.

Ben expected the redhead to reprehend the cat, but she instead took them and examined them a look of surprise, sweating a bit in disbelief. "L-Lucy… I have to admit, even I'm a little flustered by the fact that you have the courage to wear these…"

"H-Hey!" The blonde blushed. "A. KID. IS. HERE. Remember?!"

Amongst the new jittering, it was then that Plue climbed around Lucy's room, eventually locating a hidden sweets cache. He and Natsu looked at the box of goodies as they quickly opened up the box and began to devour its contents with joy.

Gray yawned, climbing onto Lucy's bed. "Hey, I'm goin' to try and get some rest, so can you all keep it down?"

"…Where did your clothes go?" Ben then pointed out, making the Ice Mage fluster about in a rhetorical fashion. "…I'm getting too used to this."

"You guys are taking the phrase "Make yourselves at home" way too literally!" Lucy cried out.

"And I'm sorry for that…" Ben chuckled weakly as he patted her on the back.

"Well, at least I have someone who sympathizes with me." The blonde smiled. However, it was then that Erza stood up, glancing around while her hands were on her hips.

"Yes… But we now have something to deal with, and it's a serious problem." She then said, looking at the two teenagers and Ben. "You boys' hygiene. I won't allow myself to sleep in a place that is full of sweat."

Natsu and Gray looked at her lazily. Ben himself understood her reasoning, as they didn't really have an opportunity to take a breather and relieve themselves. However, he didn't want to think about the idea of bathing with Natsu and Gray.

"I don't wanna…" Natsu groaned, gulping down a piece of chocolate.

"And I already got into the bed…" Gray said. "And it's so comfortable…"

"GET OUT, STRIPPER!" Lucy barked. "And stop eating my stuff, you pink haired lizard!"

Erza then picked the two of them up, which made Ben and Lucy flinch. The Omnitrix wielder blinked a few times as she began to carry them towards Lucy's bathroom. "E-Erza?"

She then gave them a laid-back look as she smiled. "Oh, come now boys. Must we take a bath together like we did when we were little?"

Ben and Lucy looked at her in shock as their faces slightly went red. To their disbelief, Natsu and Gray's faces also lit up.

"What the hell kind of relation do you three have?!" They retorted.

"A good one." Happy snickered.


Around an hour or two later on, the girls had finished with their baths. Gray and Natsu reluctantly went together, and as much as they wanted nothing to do with each other in the bath, the redhead that lurked nearby forced them to cooperate.

However, it proved to be just as bad for Ben when Erza came out with just a pink towel covering her form, light reflecting off her wet body. Thankfully, in she Re-Quipped into a pink set of pajamas with purple crosses all over it when she started to sneeze a bit.

'Not having to actually put on clothes sounds like a good thing to be able to do.' He however admitted.

After everyone had finally began to relax, Natsu was seen sleeping with his head Lucy while Ben and the blonde mage herself sat around him. Gray in the meanwhile, was sitting at Lucy's desk while Erza took a seat at Lucy's bed in front of the table. They then finally started to discuss about the topic of the day.

"So… Anyone have an idea to why Phantom suddenly attacked us?" Lucy started off.

"It's hard to say, even if our history. We've had a few skirmishes with the likes with them in the past, but neither of us have ever done something on a scale of this amount of destruction." Erza replied. "But now…"

"Gramps shouldn't be so scared of those clowns! We could wipe them all out if we could." Natsu growled all of a sudden.

"…Awake, are we?" Ben chuckled sarcastically.

"You know Master Makarov isn't actually afraid of the likes of Phantom." Gray scolded lightly while reading off from the papers he was holding. "You're forgetting that he's one of the Ten Wizard Saints, so his position doesn't exactly allow him to do so."

"Yeah—Hey! Gimme those papers!" Lucy agreed, but as she looked over to where Gray sat, she suddenly started to blush in embarrassment. She gave him a pouty glare as she snatched them off from his hands.

"Hey, at least tell me about the next part." The Ice Mage tilted his head.

"No! I promised Levy-chan that she'd be the first to read this when it's completed!" The blonde argued. Erza unexpectedly held her hands out. "And neither for you, Erza!"

"Aaaaanyways…" Ben sighed. "You said something about Master Makarov being a Wizard Saint? What's that, Gray?"

"Oh…" Erza quickly out from her pouty expression as she turned back to Ben. "The title of Wizard Saint is an honorary placement as one of the ten most powerful wizards in the entire continent of Ishgar."

"Wait, really?" The Omnitrix wielder's eyes widened. "Then Master Makarov really isn't just a pervy old man then?"

"I… Wow…" Lucy was flabbergasted. "Wait… Does that mean Phantom's Master is also one?"

"…That's correct." Erza narrowed her eyes. 'The same as him…'

Ben noticed that look in the redhead's eyes, but before he could comment, Natsu growls a little as he slams his hands on the table. "But Gramps is afraid. He's afraid of the sheer number of members that Phantom Lord has!"

"C-Can you lower your voice, please?" Lucy asked politely.

"You're just denying the evidence, Natsu." Gray reprimanded harshly. "The consequences of us going to war with Phantom would be catastrophic."

"Are they really that strong?" the Celestial mage inquired. "Enough to make Master Makarov afraid?

Natsu grinned confidently. "Pfft… As if. We can take those chumps on."

Erza stood up from the bed. "That's at the absolute best. However, as we are right now, if both of our guilds were to wage a war against one another, they'd both be destroyed."

"Care to explain why?" Ben then requested.

"The first to know is that Phantom Lord's manpower is equivalent to our own." She started. "And Phantom's Master, Jose, is also one of the Ten Wizard Saints, which means he's on par with Master Makarov."

"And from I've heard, they also have an elite group of wizards similar to our S-Class, known as the Element Four." She further went on.

"Hey, that doesn't sound so bad." Natsu chuckled. "Just a couple dozen normal guys and four taller ants!"

"Yes… But the strongest out of all of them is an individual known by his alias of Black Steel. His name is Gajeel, the Iron Dragon Slayer. And judging by what destroyed the guild, it was his handiwork." She then said.

"Another Dragon Slayer? I figured that Natsu was the only one." Ben then said, interested at her statement.

"So… That means that guy eats iron? How does it taste, I wonder?" Lucy then inquired.

"Like a good dose of juicy meat, actually. At least, in my opinion." The brunet then answered. Lucy sweat dropped at his remark however. "…What?"

"…I wasn't asking for a literal answer." She then admitted.


The next day… Was significantly worse than the previous.

As Ben and the others started to go and make their way to Fairy Tail's basement, A large commotion was heard as a large group of people gathered at Southgate Park. They approached the audience, which had some of Fairy Tail's members, as well as a large amount of Magnolia Town's citizens.

"…What's going on?" Gray wondered.

They didn't like the looks of everyone who was there, they all looked disturbed, horrified even. When they wandered through the crowd, it was then that Ben and the others witness what everyone was shocked about… And boy, did it surprise them…to the point of instantaneous shock and anger.

On the tree hanged Jet, Droy, and Levy by metal chains. They were all ragged up with bruises and cuts. Levy in particular had it worse. Along with a bit more bruises than the other two, her lower part of her dress was torn apart, exposing her midriff which had the symbol of Phantom Lord. Luckily, she was wearing spats underneath, but regardless…

"LEVY!" Lucy cried out in horror as her eyes widened. "Droy! And Jet!"

Natsu clenched his fists, his eyes burning with fury as his entire body was doused in flames. Ben also started to feel a bit ballistic as he gazed at the emblem of Phantom Lord that was on Levy's midriff. He gritted his teeth, growling a little.

"…So, they want to play like that, do they?" He muttered to himself with an ominous grin.

"Those pieces of shit…!" Gray cursed.

From behind the group of people came Makarov, in which everyone cleared a path for. Walking in with his cane, he wore a rather formal attire, which consisted of a white tunic and black pants, in which was all covered by a large white coat with white furring around the edges. The emblem of the Fairy Tail guild was located on the left collar of his tunic, and on the back of coat bared the symbol of the Ten Wizard Saints.

Makarov appeared calm…but that was just a ruse. As he looked upon the bruised figures of his members, suddenly, everyone felt a wave of Magic Power expanding out from his body in a fit of rage.

Erza spoke without changing without looking back to him. "Master…"

"They can destroy our guild hall, they can even come after me… But this… I will not let this FLY!" He yelled out, clenching and snapping his cane in two.

Lucy was startled by Makarov's sudden change of tone as she backed up. "W-Woah!"

Makarov's expression turned into one beyond furious as his body lit up in a golden aura.

"If that is how they want to play it… THEN WE HAVE NO CHOICE, BUT TO GO TO WAR!"

A few minutes later, the crowd had begun to scatter at Makarov's wishes. While everyone else had begun to prepare to go to war with the wretched guild that was Phantom, Lucy and Ben volunteered to stay behind to get Shadow Gear to safety and to them rigged up to a hospital.

It didn't take long, as Ben had transformed into XLR8 to deliver the three to Magnolia Hosptial Levy and her team in record time. The three laid in medical beds as Lucy and Ben sat next to the blue haired girl. They were all bandaged up, with Droy's leg being held up in a cast and the top part of his face covered up. Lucy looked outside the window as her expression turned to one of melancholy.

"This is just too much…" Ben said as he frowned with a glare. "How dare they…"

"Phantom Lord is heartless, how could they do something so cruel…?" She uttered out.

She then started to relay her first memory of meeting Levy and her team, who announced themselves to her with gleeful expressions. She noticed Lucy writing a novel, and proposed to ask her if she could be the first to read it. Initially shying away, she was encouraged by the words of the team, giving Levy a silly smile as she promised her.

Ben gritted his teeth. "When I get the chance… I'll make sure they pay. They'll know the fury of Fairy Tail…"

Lucy nodded again, a few tears streaming down her face. "Yeah… They'll pay for what they've done."

After taking a bit of time to stay by Shadow Gear's side, Lucy decided to go and get them some stuff for when they were to recover. Just some tidbits here and there, some get-well gifts with some fruits and other things in mind. Ben had complaints, even if her mindset was that of a person in slight mourning if anything, but she had the right intentions at least.

It didn't take long for the blonde to get what she wanted from the nearest grocery market. By the time they were finished, it was still around mid-morning, barely in time for sunset at the very most.

Lucy was seen smiling a little. Ben guessed that all the shopping made her mood improve, so he was grateful for that.

The two were walking down a street a couple of minutes later on, each of them carrying a bag containing groceries as Ben started off with a conversation.

"Sooo… Do you think that everyone has gone off to Oak Town yet?" Ben first asked as he glanced over in her direction.

Lucy sighed a little as she looked up. "Ugh… I can't believe everyone just went off like that. I mean… I get that the Master was furious, but to immediately round up everyone at once in an instant to go and raid Phantom's headquarters? That's just crazy!"

Ben nodded as he replied. "Yeah… But still, Levy and the others need to be taken care of, so I guess it's up to us then."

Lucy gave him a small smile, before the two looked up in the air. It seemed…darker all of a sudden, as well as wet. It was strange though, as today, there were no clouds to speak of in the air. So why was there…

"Rain?" Ben blinked in surprise. "Huh."

"And while the sun's still out?" Lucy added. "That's a bit strange."

"And that is understandable, young man." A voice suddenly called out.

The two's attention then focused back to the front of them as the footsteps of another person was heard, revealing a snow skinned woman with long blue hair that was curled at the base. Wearing a sapphire blue coat and a dark blue shawl with cream colored furring on the edges, a teru-teru bōzu was attached to the middle. Wearing a black belt around her waist, black stockings and black boots, she also wore a blue Russian Cossack hat.

She began walking towards the two, her eyes never losing their focus.

"Drip, drip, drop… Juvia is the rain woman, the rain is always with me. What kind of woman do you propose Juvia is?" Juvia questioned to them.

Ben and Lucy looked at her with comedic fear as she passed by, the blonde being the first to respond in a rhetorical matter, for better or for worst.

"O-Oh, it's nothing! J-Just thinking about you being a normal type of woman!" Lucy quirked, Ben rapidly nodding alongside her.

The blonde mage then turned around. "So… Uh, what's with all the drip dropping?"

Juvia however merely maintained her poker face as she unfolded a pink umbrella. "…It is a pleasure meeting with you."

"WELL TAKE THE RAIN WITH YA!" Lucy retorted.

Another voice responded behind the two as they turned around. It was a person who was formed from a liquid substance coming out of the ground, which only proved to make Ben and Lucy frown at his appearance.

"Non! Non-non-non-non-non!" He suddenly called out.

As his body was completely formed together, he then molded into a slim man with green hair that pointed upwards. He wore a monocle on his right eye, with it being paired with a brown suit with a white shirt and a red tie. A short cape was donned to his shoulders as he bowed with a bizarre stance.

"Juvia, you mustn't shy away from the task at hand! We have the cible right in front of our eyes!" He said in a French accent as Juvia turned around. "But… I suppose that we should confirm that ourselves!"

Sol then went to Juvia's side, adjusting his monocle as he eyed Lucy's figure. "Now, this mademoiselle… I believe she is our cibre, no?"

"Yes." Juvia responded. "Lucy Heartfilia. Just as our description of her reads out. Blonde. Celestial Spirit wizard of Fairy Tail."

Lucy and Ben started to back up. "Cibre… that means "target"!"

'French?' Ben mused in wonder. 'That's interesting… Wait, what am I thinking about?!'

Sol bended his side. "Oh, pardon moi. I believe I have not introduced myself. I am Sol of the Element Four, but I'd prefer to be called Monsieur Sol, non?"

Ben narrowed his eyes as soon as he heard that, another ominous look growing onto his face. "…Oh? A member of Phantom's Element Four, huh? How convenient…"

Sol clapped his hands as he took another strange pose. "Correct, my dear boy! And… We've been instructed to collect and bring your friend here back to our guild at once."

Lucy glared at him while gritting her teeth. "What?!"

He then gestured to his partner while ignoring the hostile looks directed towards him. "My companion here is a rain woman who is also part of the Element Four. She is known as Juvia of the Great Sea."

Lucy dropped her bag, aiming to grab her keys right as she did so. "You're the ones who attacked my friends, aren't yo—"

Before she could finish her statement and activate her Magic, Lucy was suddenly submerged into a sphere of water, her key bag dropping onto the ground as she instinctively began to flutter about. It was Water Magic, with Juvia being the caster.

Sol's left eye expanded as he twirled his mustache. "Alas, but we are not the ones to blame. That honor and the veneration of your guild hall is the work of Monsieur Gajeel!"

Lucy attempted to pound at the water sphere, with Ben frowning for a moment. "Hey, let her go!"

Juvia was shown holding a hand up. "Don't waste your energy. My Water Lock spell can't be broken."

The Omnitrix wielder growled in response, which made the rain woman turn to him as he activated the Omnitrix. "…Then how about I break it for you?!"

Before anyone could react to his words, Ben slapped the Omnitrix's core down in a furious matter, blinding Lucy and everyone else for a moment. The flash of light didn't prevent Juvia from cancelling out her spell that held Lucy in place, but when she and Sol did open their eyes a few moments later, they were surprised to see Ditto in Ben's place.

"…A Take-Over?" Juvia merely said as her expression lowered. "I've never seen such a creature before."

"And a Full Body Take-Over at that!" Sol complemented, before grinning sinisterly. "But what can this small form do against the two of us?"

"Oh, it's not me who's gonna do the butt kicking, buddy…" Ditto muttered as he split into two.

"It's us who are gonna be doing that job!" The both of them then said as they slapped their Omnitrix dials.

Juvia and Sol, as well as Lucy all shut down their eyes once more as they were forced to watch the Dittos transform into their different forms. As the light dissipated, everyone's eyes widened as two aliens replaced the Splixsons.

The first one, Ditto Prime, was replaced by Heatblast, to which Juvia began to instinctively take a step back away from. The other one was a different one, one that Lucy herself had never seen before. Ditto Two was replaced with a creature resembling a moth-like humanoid with green eyes that had dark green spots. His body was black, with cyan and blue spots on his arms, legs, shoulders, and his back. He had green eyes and four wings and antenna that were blue with no patterns. He wore a grey jumpsuit with short sleeves for his limbs that had green and white accents. The Omnitrix dial was on his chest, with the Fairy Tail emblem on his left shoulder.

"Big… Chill!" The moth alien uttered with a ghastly voice, hovering with his wings as he appeared.

"A flame creature and a bug man? Wait… I see now. You are the new Take-Over Mage that had joined Fairy Tail. Ben Tennyson, the Null Fairy!" Sol's eyes widened.

"And I'd worry about what he does to you, jerk face." Heatblast however said as Big Chill flew forward.

Everyone was then caught by surprise when Big Chill inhaled deeply before he exhaled an icy breath attack upon Sol and Juvia. Sol had no time to react, and was quickly frozen solid. Juvia however was a bit further away, and was able to leap back to avoid the icy projectile, though only barely.

"Ice powers?!" Lucy was astonished as she saw that. Juvia narrowed her eyes as she kept a tight hold on Lucy. "Like Arctiguana?"

"Very impressive, Tennyson-san." The blue haired woman admitted. "But Juvia won't be affected by such attacks."

"I wouldn't underestimate us if I were you…" Heatblast stepped up next to Big Chill.

Big Chill frowned through his clenched teeth. "Is that so? Well then, I guess you'll be happy to know that I'm not going to be targeting you then."

That made Juvia frown then. As Big Chill flew at her again, she then raised her free hand up as a blue magic circle appeared. Swiping her arm, scythe-like blades of water were sent blasting out towards the duo of aliens.

"Water Slicer!" She yelled as her attacks went out.

Though they traveled straight at Big Chill, the bug alien held no regard for the danger in front of him, and neither did Heatblast. In fact, Heatblast did nothing, and merely ran behind Big Chill as the Necrofriggian's body suddenly turned transparent. Now, this meant that Heatblast was now in the way of Juvia's spell, but that proved to be unnecessary to worry about. Right as they were about to land on their target, Heatblast went to a halt to expand his arms out. All of a sudden, his palms generated large pits of flames, to which they came together to form a giant circular disk of fire that evaporated Juvia's attack.

While Juvia was busy being shocked by the sudden appearance of that intense heat, right as she blinked, she noticed Big Chill flying over to Lucy and her Water Lock. She tries to pull her spell away, but was too late. To her and Lucy's surprise, Big Chill's arms went right into the Water Lock and grabbed onto Lucy's shoulders, turning her intangible as well.

"H-Huh? What the—I'm invisible?!" She squeaked as Big Chill pulled her out.

"There's plenty to tell you, but we need to get you out of here first." Big Chill replied in an eerie whisper. He cocked back his body before hovering back to Heatblast.

"...I must request that you return Lucy Heartfilia to Juvia." Juvia requested, though with a slightly rougher tone to her voice. "I do not wish to harm you two."

"She... IS RIGHT!" Sol also barked. Heatblast's shield was hot enough to melt Sol's prison of ice, allowing him to break free and leap back to Juvia's side. "If you'd please…!"

"That's not gonna happen…" Heatblast however replied as he took a stance. He glanced back at Big Chill with a gesture shortly afterwards. "Go! Take her to there! I can handle these guys."

"You think we'll be letting you scuttle off?" Sol glared at the trio. "You'd have to joking!"

"Well… Yeah, actually." Big Chill however smirked as he turned intangible again. He and Lucy began to sink through the ground, making the two Phantom Mages go wide eyed.

"See? Now then… It's just you two and me." Heatblast grinned. "Now I can turn the heat up as much as I want to!"


Heatblast stood in front of the two Mages in a defiant matter. Now that he was down a partner, he had to take care of these two fighters while Lucy was being sent back to a safer location. Sol was greatly displeased by these sudden courses of actions, but nevertheless attempted to regain his composure.

"You know… You're going to be pay dearly for this, yes?" Sol gave the fire alien a dark smile.

"We'll see." The fire alien replied. "Let's start then with a blast!"

Heatblast's body glowed as he conjured up fireballs in his hands and threw them straight at the duo. Prepared for his attacks however, Sol and Juvia made no claim to be worried. Right as the attacks were about to come and hit them, Sol conjured up an orange magic circle underneath his feet and sunk into the floor.

In the meanwhile, Juvia merely stood still as the fireballs came at her way. She glared at Ben as they made their way into her…only to go straight out. Heatblast's eyes widened for a moment, before realizing the phenomenon behind what just happened. As the fireballs exploded shortly afterwards, the bright flash of the fire made Juvia's body appear in its full glory, showing that the parts where she would've gotten hit were instead now water.

"…Water, huh? Should've figured." The fire alien whispered to himself.

"And you should've figured about my Magic as well, Tennyson!" Sol suddenly yelled from below. "Now then… Let's see what weaknesses you have!"

"Hey! Back off, creep!" Heatblast growled. Blasting fire underneath himself, Sol quickly sunk back into the ground and reappeared next to Juvia. "What do you mean by that?"

"…Let's see. Something about…a Null Void?" Sol's left eye widened as a grin appeared on his face. "What about a certain cousin of yours?"

The moment he said that… Heatblast ceased to move as his mind recalled some unpleasant memories for a split moment. The Earth Mage figured that he had successfully gotten into his psyche, and decided to make his move as he snaps his fingers.

"Roche Concerto!" With the casting complete, a magic circle flickered underneath Heatblast. Shortly afterwards, the wet ground under him suddenly exploded, sending him up into the air.

Heatblast lets out a single groan as he was launched into the sky. He glares down at his opponent as Sol suddenly leaps into the air, conjuring another circle that enclosed his arm. A moment later, he created a large clenched fist made of plaster that went around his arm. The fire alien's eyes widen as he tries to block it, but Sol's maneuvering was superior in that glimpse of time as he quickly twirls mid air and socks him right in the gut with his created fist.

"Platre Sonata!" He yelled.

Slamming down into the floor, a giant field of smoke was created as Heatblast landed harshly into the ground. Sol grins at his handiworks, waiting to see the result of his attack.

However, when the smoke finally cleared, Heatblast was seen getting up from the attack and standing in the shallow crater a few yards apart from the Water and Earth Mages. A haze of smoke was billowing from the rim and cracks in the earth as he sighed.

"…You really had to bring that up, did you?" He merely grumbled.

The wizards could see that Heatblast had only sustained a few minor dark marks on his torso, but other than that he was relatively unharmed. To Sol's surprise, Heatblast cracked his knuckles as he glared at them.

"What?! That was a point-blank shot!" The Earth Mage growled.

"Then how about Juvia does this?!" The Water Mage next to him suddenly yelled as she extended both of her arms out. "Water Lock!"

Suddenly, Heatblast was encased in his own Water Lock, this time with it being more durable due to Juvia using both of her hands to conjure it up this time. The water encapsulating Heatblast was already starting to mess with his flame body, causing bubbles to sizzle continuously as he floated inside.

"You're making a bad decision, you know…" Heatblast growled from within his aquatic prison.

"Hehe! And while you're imprisoned inside of that, I'll land the final blow!" Sol grinned as he prepared for his next attack, landing right in front of him. "And this time, I'll be sure to aim where it'll hurt!"

With the rising of his arms, Sol began to extract the very grains that made the ground. Heatblast glanced around as waves of sand started to contort around him in a circular fashion, slowly raising to become a river of particles. Sol could be heard snickering through every second of it as he then summoned a magic circle directly underneath Heatblast and Juvia's Water Lock.

"I hope you like the taste of sand, you brat!" He laughed.

When he reared his arms up to the sky, he let out a fearsome cry as his waves of sand all started to pile up around Heatblast. Being trapped inside the sphere of water meant that the fire alien had no ways to outmaneuver the incoming wave of sand that surfed in a circle around him.

However… It was then that he sighed from within Juvia's spell, before inhaling. Heatblast brought his hands and legs together, curling them in as he started to release a low growl.

"Sable Enterrement!" Sol then exclaimed, grasping his hands together as all of the nearby sand clambered onto Heatblast in a tight sphere.

While the attack did strike dead onto its target, Sol didn't feel any sort of resistance as he kept his palms together. He tried squeezing harder and harder by the second, but even then, after a few seconds, he continued to feel practically no resistance from his opponent. By then, Juvia had finally released her hold on her Water Lock, believing Heatblast to be incapacitated.

"…Is it over?" Juvia wondered.

"I believe so, my dear!" Sol grinned. "I'm feeling nothing from that brat of a Take-Over Mage."

"Still… For this to end up this way… Juvia wishes it weren't like this." The Water Mage admitted with a slightly downed expression.

Sol however smiled, before grinning back at his sphere of sand. "Oh, don't you worry, Juvia! I'm not going to kill him (yet). After all, we still need him to tell us where he went with Lucy Heartfilia!"

That brought Juvia's mood up a bit as he said that. However, as she looked back at the sphere of wet sand, she began to see…trails of steam? They were coming from within Sol's Sable spell, and was beginning to stream out at quite an alarming rate.

"Um… Monsieur Sol." Juvia pointed. "Your spell is…"

"Hm…?" Sol blinked, before turning to his sphere of sand. His eyes nearly widened to as wide as dinner plates as he saw what was happening. "WHAT?!"

Suddenly, he could feel that his spell was starting to lose its strength. Sol gritted his teeth as he tried to hold on, but it was then that he could feel that his hold was slipping. Not because of Ben having the Magic Power to break out… But because of the sheer amount of heat he was now starting to generate. By now, as he and Juvia looked in, the interiors of the sand sphere were beginning to glow with a dangerous yellow coloration.

With another loud growl, Heatblast maneuvered his body and extended all of his limbs out as he released all of the built-up heat he had accumulated. His inner magma body shined brightly as his once dimmed head began to spew out flames of a burning red color. Releasing his energy in every direction as he let out a loud war cry, the fire wave discharged a humungous blazing blast, causing the Sable Enterrement, Juvia's Water Lock, and even the surrounding rain clouds and everywhere else to begin evaporating at an unbelievable radius. The whole street erupted into a field of conflagration as Sol and Juvia were blown away a couple of meters away.

A small cloud of dust and smoke arose from the spot that Heatblast was originally enclosed in. The rain that Juvia had brought in was forcibly erased as Heatblast stared at the wafting repercussion. He let out a single exhale of air as a magnitude of steam rolled around him.

As he looked up however, he noticed that the stormy black clouds that Juvia brought with her were starting to accumulate once more. With a glare to the sky, the Pyronite suddenly rocked his arms up, his palms heating up before he blasted away a giant pillar of flame, taking the clouds out before they even got there again.

It was finally after this that Heatblast noticed his enemies starting to recover from his bold attack. Sol and Juvia groaned as the former stood up first, flabbergasted, as well as irritated that the fire alien in front of him had basically gotten out from his and Juvia's attacks unscathed.

"I don't comprehend any of this!" The Earth Mage barked in a defiant matter. "How could you not have a single point of damage showing on your body, even with all of our combined attacks?!"

Heatblast took a glance at Sol, before grinning menacingly. "I'm a literal walking flame. My body can go up to Hypernova levels of heat if I wanted to. I merely heated up your attacks to the point that they were nearly evaporated. Same with that last ball of sand you lobbed at me."

"W-Wait… So, what you did was…?" Juvia moaned a little as she stood.

"I'll put in a layman's terms." Heatblast chuckled. "By going and turning my internal heat to near supernova levels, I turned the water into steam, rendering all of that sand and water useless. The hotter I got, the more I could erase."

"H-Huh…?" Sol groaned. "What does that even—"

"—Science is fun!" Heatblast yelled as he suddenly charged forward, slugging Sol in the gut. "Get with the program, doofus!"

Sol nearly hurled as he took a few steps back. He dropped to his knees in pain as he clenched his aching stomach. "He punches as hard as…a donkey!"

Heatblast then stomped his foot on the ground, creating several flaming circles around him. Juvia and Sol's eyes widened as multiple boulders blasted from the ground and levitated in the air, catching fire to the point of almost melting within seconds. They seethed with smoke, almost charring the nearby buildings as they hovered.

"Geokinesis is another handy ability that I have with this form. It's pretty soothing to burn off some calories with some exercise, am I right?!" He yelled with a snarky grin.

"O-Oi!" Sol gulped with a reactive wince.

"Why don't you try catching these!" Heatblast shouted out a suggestion. "Or better yet, why don't you try to cool these down, or even let me throw at you to see if your Water Body will boil from being hit by these!"

"Uhm…" Juvia was speechless. She looked up in the sky to see her clouds starting to return once again, but even then, this was proving to be a lot more taxing than it should've been.

"Alright, try to dodge these!" Heatblast shouted as he threw his molten projectiles at the duo.

Juvia gasped, before crouching low and jumping backwards as she grabbed Sol. She cocked back her arms as another magic circle flickered into existence. "Water Cane!"

As the circle enveloped her arm, she created a whip-like structure made of water, with it seemingly being an extension of her own hand. Using it like a whip, she destroyed the first magma boulder with a well-timed snap. Using the second magma rock as a splash of explosive boosting, she propelled herself forward as another circle enveloped her legs.

"Water Jigaw!" Juvia cried out as she unleashed a powerful wave of water at the last two magma rocks. Fire and burning rocks were scattered across the area as a result from the rocks' destruction, cooling them down to the point that they merely crashed into the nearby buildings.

While still in the effect of the spell, she flew back a fair distance away from Heatblast, roughly a few dozen meters. By then, Sol had recovered in a begrudging fashion, growling as he stood on his feet. Juvia looked at her fellow Element Four in concern for a moment, before turning back to face the fire alien in front of them.

"You little brat! Do you know not what will happen if you continue to defy us?!" Sol barked.

Heatblast merely shrugged. "Even then, Fairy Tail's headed out towards Oak Town to give your people a warm visit!"

He got a face of anger out from Sol, but it was then that it changed to a look of chuckling laughter. Heatblast's calm expression took a dive as he glared at Sol. "…What's so funny?"

"Just the fact that you all thought that we'd simply reign a war over to you for this… Let's just put this in a layman's terms then… Fairy Tail will lose!" He simply grinned.

"…Oh?!" Heatblast growled as his body started to glow brightly. "I'd suggest you start telling me what you mean, before I char that mustache off of your stupid face!"

"Never!" Sol retorted with a villainous laugh. He quickly got up, clenching his gut in mild irritation as he turned to Juvia. "Juvia! Let's make a gallant escape!"

As soon as the fire alien heard that, Heatblast immediately extended his palms out and shot out a dose of seeping hot flames. Unfortunately, however, the attack didn't reach their recipients. Sol dodged by morphing into the ground to slither away, and Juvia morphing her entire body into water as she flew off with the now pouring clouds of rain that regained themselves.

Starting their escape, Heatblast held out his arms and started to heat them up. Out of his palms he then started to fire off pellets of flames at the escaping Mages, hoping to get a few hits on them before they completely got out from his line of fire. Once they started to get further away, held one of his arms out, and used his free one to clench. He started to aim his arm out in front of himself, pointing it straight between where the two were going out from. All of a sudden, a concentrated reddish-white glow of energy began to accumulate around the tip of his fingers. A moment later, a magma beam discharged from his hand.

The ground exploded as it reached its end, and shook while a cloud of dust and rock was thrown up. Heatblast kissed his teeth as he let his arm down. He was positive that he didn't get a fatal shot into either of them. As he looked down on the Omnitrix however, it was then that the dial began to glow from a bright green to a dull red.

Seconds later, the dial began to beep a few times, before engulfing Ben in a flash of ruby red, reverting him back to his human form. He looked up into the air to see the clouds of rain now dissipating, symbolizing that Juvia was no longer in the area.

"…You can run, but I'll find you all. And you won't get away with this." Ben promised.


And… That about wraps this chapter up.

Once I read over the confrontation between Sol and Ben, I really wanted to let that snot nose Earth Mage get wrecked a few times. It really did piss me off that I wrote that Ben got defeated in such a matter prior to re-editing this chapter, so I hope I did this some justice.

However, do you think I made Ben a bit too violent there? I suppose that Sol's seeing of his memory and trying to trigger Ben would sound off some of his patience, so I suppose that would work.

I feel a bit bad for making Juvia a bit miserable though. She's also one of my favorite characters as well, so it pains me to make her feel so sad!

Well, that about does it for this one. Let me know what you thought about this re-edited part, and look forward to the next one. Emiyn, out!