And we have it folks, yet another chapter!

So, like I said before. I wanted to introduce another 'filler' Arc before introducing the Battle of Fairy Tail Arc. There's gonna be a little mentioning of it in the first part of this, but then the other part starts after.

Sean Bruce: True. I always did wonder how Jellal lost his memory. Naturally one would think that the aftermath of Etherion wiped his memory, or his uplifting from Ultear's influence would be the explanation. Good ideas furthermore though, thanks again.

Ultimatrix bearer:I've tried my own explanation for the Evolutionary Function. I don't think Azmuth would give much of a damn for the Omnitrix's user, much less since Ben didn't convince him of the importance of the Universe. Of course if something extremely dangerous happened, that might change his mind, but I don't think so right now as of the moment. See this part for yourself I guess.

So now, with that all out of the way, here's to another chapter of The Null Fairy! Please rate/review if you want.

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


Chapter 21: Saint Blues Academy Part 1

"Eh? You want to go out for another job?" Gray spoke, showing slight surprise.

"Yeah, I have some things that I want to test out in the field, and I figure that I could use the extra money too while I'm at it." Ben shrugged.

The two were talking as they got out of the train. Lucy and Happy were walking alongside Erza and Natsu as they struggled to help bring the redhead's luggage out.

"But the festival's going to be held in a couple of days though." He blinked. He then took out a flier that he got from a local store. "Here, take a look."

He handed Ben the slip, and watched the Omnitrix wielder as he proceeded to scan its contents with his eyes. Ben then squinted at a part of it.

"Miss Fairy Tail, a parade of sorts. Sounds like fun." Ben smiled. "But the events seems to be taking place a couple of days from now, so I'll still take a request after all." He decided. Gray then sighed as he shrugged.

"Whatever suits your needs? Just come back in time for the Fantasia Parade yeah?" Gray then told him. Ben then nodded as he readied the Omnitrix.

Turning the dials a few times, he morphs into XLR8. The familiar green flash makes the others whirl around, only to see a zip of blue flash by their eyes. They then turn to Gray, who shakes his head while shrugging again.

"The kid wanted to take another job before the annual festival." Gray explained. Erza then turned her face towards the direction of the Guild. "Will he be back for the parade?"

"Yeah, I made him promise. Don't worry about it, I'm sure he'll pick a decent job that doesn't take too much time to complete." He then replied. "But anyhow, let's go to the guild already, my stomach can't take much more of this." He then said dryly as his stomach growled.

XLR8 zoomed into the guild site, but only to see a fully established guild hall in its place. He almost tripped at the size compared to the first iteration.

"Woah! So this is the new Fairy Tail eh?" He rubbed his hands, well claws with excitement. "Let's check it out!"

Tapping the dial and reverting back to Ben, the boy began to walk through the gate. His eyes immediately went towards the sighting of an open air café and a goods shop. As his pupils gazed upon the store, a certain item caused his eye to twitch.

Walking towards the shop, he looks up at the figure which was causing him to puff up his cheeks in annoyance.

"Jamais vu…" He grumbled. The shop keeper then looked at him, his expression going wide eyed as he leaned forward.

"Oh, so you're the fellow that I've heard so much about!" He called out. Ben blinked a few times, his expression reverting back to normal as he turned to face him. "Nice to meet you Ben, the name's Max, Max Alors."

Max's appearance consisted of beige hair cut in a bowl undercut, which also had two bangs downing down. He wore a blue top as he stood behind the counter. He extended his arm out, giving Ben a second to look at him.

"Ah, likewise. You're a Fairy Tail mage too?" He then asked, accepting his gesture. "I haven't seen you around here before."

"Yeah. I wasn't present during our little fight with Phantom Lord because the master had me go to Business School." Max admitted as he waved his hand around.

"He probably thought you'd be suited for something like this yeah?" Ben joked with a chuckle. Max did a lazy chuckle as well. "So, what're you selling here?"

Max then lifted himself up and moved an arm behind himself.

"Fairy Tail souvenirs and goods! We got T-shirts, towels, mugs, wristbands and bracelets, all that good stuff. Oh, we also got some figurines as well!" Max smiled deviously at the last part.

"Figurines? Of who?" Ben asked innocently.

"Who do you think…? Oh of course you know, it's the girls…!" Max heaved. Ben then flinched as he took out a Lucy figurine. "Even comes with detachable clothes and realistic features!"

Ben could've sworn he felt someone shiver from a distance away. "Huh…" He sweat dropped. "Well, I guess I'll be going now. See ya Max!" Ben waved goodbye.

"Yeah! Be seeing you!" He returned the gesture. Ben then huffed and puffed his cheeks again.

"You didn't mention that other thing that was so blatantly displayed on your shelf…" He muttered.

He glanced back, growling at the figure. Zooming in, it was actually figures of Ben's aliens, though their appearances were all mixed up, and there were even some made up aliens as well. Ben sighed as he turned his face back, walking into the guild.

As he entered the doors, his eyes widened at the sleek design and spacious atmosphere. He glanced all around as he walked forward. As he did so, a familiar Letter Magic user waved at him.

"Ben!" Levy shouted out.

"Levy. How's it going? I see you're all fixed up now." He said, looking at her down and up.

"Yep, check it!" She said, twirling around. "You saw the place right, pretty impressive huh? We even have a pool behind the bar!" She pointed with her thumb.

Ben looked over. His eyes then dilated as a mischievous idea got into his head.

"Oh the havoc I could cause by messing around in there…" He chuckled darkly.

"Eh? Did you say something?" Levy then said, snapping Ben back to reality. "Anyway, we also have a recreation room downstairs where the storage used to be!" She then pointed up. "And now the second floors available for everyone!"

Ben looked up and hummed. "Hmmm…" He hummed, placing a hand under his chin.

Levy recognized the look on his face, and then wrapped her arm around him. "But you still have to be an S-Rank to take S-Class Requests!" She giggled. Ben's figure whitened as he clicked his tongue in disappointment.

As the two continued to talk, the footsteps of a familiarly elder man made then avert their gazes. Makarov greeted them, wearing his usual jester-like outfit.

"You're finally back Ben." He chuckled.

"Gramps!" He smiled, but then his and Levy's attention turned to the person standing next to him. "And…"

"Yep! This girl is our newest member, Juvia." He smiled. Juvia bowed, now sporting a new appearance.

She now had her hair cut, and wore a blue dress with white on the bottom over a white sleeveless turtleneck shirt. Wearing a dark blue skirt underneath, she wore white Kneehigh boots with black accents, along with a new blue and white hat. She bore a badge on her shirt that had Fairy Tail's emblem on it.

"Wowzers Juvia, you look like a new person!" Ben remarked, gazing upon her figure.

"Teehee!" Juvia smiled.

Makarov then smiled as he continued to talk. "And we also have another new member." He then said.

A figure then lifts his head up, grunting a little as he turns around.

"Heh?!" He said.

Ben turns around, only to find a familiar black haired mage. His eyes widened for a moment, before smirking at the black Fairy Tail emblem on his left shoulder.

"Huh. So you're Gajeel?" Ben said, walking up to him.

"Yeah, what's it to you brat?" He growled.

Ben then smiled. "Oh nothing, it's just cool that we have another badass in the guild!" He then said, nudging him with his elbow. Gajeel didn't expect that kind of answer as he flinched.

"Oh? I thought you would be more aggravated by his appearance Ben?" Makarov then said. Ben turned around, a question mark appearing above his head.

"Eh? Why would I? Back then, he was only following orders from his guild. I'm sure he's not a bad guy deep down." He said nonchalantly as he patted Gajeel's shoulder.

"Oi." Gajeel dead panned.

Ben then turned around. "Besides, his metal was really tasty!" He then said.

"Huh?!" He sweat dropped again.

"Ho ho. Gajeel-kun, you might not know this, but Ben here actually ate your metal attack on the guild building back then. He literally chomped it down to the ground." He chuckled, causing Gajeel to look back and forth.

"You serious? Heh, you're a weird kid." He then said. Ben put his arms behind his head.

Team Natsu then approached the site, entering the building.

"Woah, check it out." Gray whistled.

"Amazing isn't it?" Erza said. Lucy nodded with awe.

"It's different…" Natsu muttered. He then sniffed the air, causing his eyes to widen. "Huh? This smell…you!" He then shouted, darting his eyes at Gajeel.

"Huh, what're—Wha?! You!" Gray then flinched.

Juvia then ran in front of them. "N-Now now everyone, Juvia asked him to come!" She tried to break the tension.

"Why is an enemy of Fairy Tail here?!" Erza growled. Makarov then walked forward. "Now now children. Yesterday's enemies can become today's friends."

"Juvia I can accept, but not him!" She shouted. Ben then made everyone gasp as he put an arm around Gajeel.

"Hey come on now, everyone deserves a second chance yeah? Don't you think so Gramps?" Ben then said. Makarov nodded. "It's a responsibility for old folk like me to guide the young on a proper path, especially for those who have fallen astray. He's not a heartless person down to the core ya know."

Levy then nodded as she cowered behind a table. "Y-Yeah. I…I'm ok with it." She stuttered a little. Jet and Droy had hawk eyes on Gajeel.

Erza then sighed. "…If the master decides it so, then we have no choice but to obey then." She reluctantly decided. "But we will observe his actions in full time for the time being."

Ben then got off Gajeel and ran to the Request Board. He randomly took a job and then ran back. He then looked around, noticing the atmosphere.

"Well then, if I'm not needed I guess I'll be going!" He said cheerfully, popping the Omnitrix and becoming Jetray.

Gajeel eyed the transformation for a bit as Jetray flew out. He then sat back, humming.

"Huh, so that's the guy who fought Master Jose." He then said.


...

Jetray sighed as he exited the place. He glanced back for a moment, before returning to his quarters. As he got down and entered his lab room, he reverted back to Ben. He then placed the request sheet and placed it down, jumping down to a chair and zooming over to a terminal.

"Alright, now that I have the opportunity, let's collaborate the data from that previous interaction…" He muttered.

He pressed the 'Y' on the Omnitrix, causing it to open up and reveal the small lacrima. He then took it out and placed it in a tube. A bunch of sounds beeped as it detected the lacrima. As the 'Y' returned to normal, Ben typed on a keypad, launching several tests. He then looked over to the lacrima, and back to the screen.

"The program uses a fair amount of energy for the initial transformation. I guess to simulate the Evolutionary Process it needs it. And since it did so, I wasn't able to maintain form and it made me time out immediately…"

Picking up the lacrima, he holds it up to a light, seeing that some part of the energy has been depleted. He then places it back down, his fingers going back to typing.

"The energy from Etherion is amazing. Barely an eighth of the energy was used to initiate the Evolutionary Function. Maintaining the Ultimate form however nearly drained it halfway after two transformations. Huh, and it was a struggle to develop the system as well." He remarked, closing his eyes as he went through a memory.


...

Going back to a few days after the Phantom Lord incident, Ben returned to his quarters after his interrogation from the Rune Knights. The boy sighed because of the questions that they asked him. That, and that the interrogation was long and boring, he was relieved to getting back to his personal agenda.

Entering his quarters, he took out the spare core from the drawer. He then hook it up to his terminal with some wires as he readied the Omnitrix. Ben was contemplating on which alien to choose, but then smiled.

"I might as well go with my smartest alien then." He huffed, pressing the core down.

As the familiar green flash showed up, Ben jumped up. As he was replaced with Gray Matter, the small frog alien landed on the table, posing with a victorious Y pose.

"Success!" Gray Matter proclaimed. He then looked over by the core. "Now then, time to get to work."

Walking over to the core, he tapped the face plate, causing it to open up. Gray Matter then ran over and grabbed some cables and wired them up to some of the circuits.

"There, the establishing link has been form. Now to initialize the program's activation." He muttered. Walking over next to the terminal, he pressed a small button. A little drawer opened up, revealing a small keyboard. Gray Matter picked it up and walked over to the front of the screen.

Typing for a long time, he glanced up every once in a while to make sure his calculations were correct.

"Hmm, implying a simple alteration to the DNA strands may disrupt them. Good thing I made a spare to download them in, or else things would've gone to the red zone." He remarked, glancing at the core. "Now then."

"Let's see here, if I place the alien DNA signature in a simulated experiment like this one, hm… I get that result. If I wish to apply a process to strengthen my alien forms, perhaps if I changed this scenario to something more dangerous… ah hah!" He snapped his fingers.

"Placing a DNA sample into an implied 'worst-case' scenario causes the lifeform to adapt to the harsh environment. According to the results, most forms result in adapting abilities more suited towards combat. Must test this experiment out in the real world…" Gray Matter noted. He then looked at the core once more.

"Now then, which alien should I experiment with first?" Gray Matter hummed. Tapping a button, it displayed the Omnitrix's list of currently unlocked DNA samples.

"Well, if my human form had to choose, let's go with him!" Gray Matter decided with a smile. "Now to apply the program, save it, create a copy…and presto! The prototype Evolutionary Function is complete!" He cheered, raising his arms up.

Gray Matter then tapped the dial, reverting himself back to Ben. The boy squirmed with excitement as he detached the wiring on the core. Ben then sat down, and pressed some buttons on the Omnitrix. After a few seconds, the core popped out. Ben then gripped it, and gently wiggled it.

"Alright…gently, gently…ok." He murmured. A little sound was made when he pulled out the original core. Gently placing it on the table, he grabbed the other core and placed it in the hole. A slight zap was made as he did so, but then the faceplate lit up, confirming its attachment.

"Whew…ok, time to test this bad boy out!" He grinned, running out of his room.

After exiting his quarters, Ben ran out of town, and into an open plain. Ben then activated the Omnitrix again, and turned the dial until reaching his selected alien. He then pushed down the core, replacing him with a familiar flaming headed alien.

"Heatblast!" He yelled. He then looked down at the Omnitrix dial. "Alright, if I'm correct, this should work…"

Heatblast then took a deep breathe, and then…

"Omnitrix, initiate program, ID: Ultimate." He uttered.

The Omnitrix glowed green for a moment, before beeping for a couple of seconds while flashing a few times. After a couple of seconds, it glowed once more, with a conformational beep.

"Command confirmed. Prototype Evolutionary Function initiated. Activating, please hold…" It said. Then… "Program initiated, test functions available for usage."

Heatblast then sighed, and held his palm over the dial. His arm shook a little, but then he held the rim, turning it. The core then popped out once more, causing him to breathe in and out again.

"…Alright, he goes!" He winced, pressing the core down.

Heatblast felt a discomfort as he pressed the core down. A wave of green energy came out of the Omnitrix dial, traveling around his body. His red rocks turned charcoal black, and his inner yellow magma body turned dull gray green. His body turned more muscular, with his elbows now having spewing flames come out of them. On his shoulders, miniature volcanos spewed out smoke. His head turned to a more demonic looking form and his eyes now had a grey coloration. The Omnitrix dial now had 4 spikes coming out of it in an 'X' shape. The Fairy Tail emblem appeared as a green rock on his shoulder.

"*Pant* *Pant* A-Alright, I-I did it! It's Ultimate Heatblast!" He roared out with a burning voice.

Ultimate Heatblast looked at himself, gazing at his new body in awe.

"Woah…So this is how a Pyronite would look like he/she were to evolve in a worst case scenario. I wonder what power comes with…GURGH!" He grunted.

Ultimate Heatblast winced in pain as his body started to produce green sparks. He went down onto a knee as he growled.

"H-Hey, what's going—" He groaned. He then gasped at the sound of a familiar beeping.

The Omnitrix dial flashed red, replacing Ultimate Heatblast with normal Heatblast, and then Ben. The young man rubbed his temple as he stood up. Shaking his head, he looks down at his arm, only to see the core having a little smoke coming off of it. Ben then face palmed.

"Ugh, time for a debugging…" He grunted as he walked back.

Returning back, he removed the core. After replacing it with the original, he wired the other core back up. Ben then typed for a bit, inspecting his data.

"Now then, where's that error coming from…ah!" He yelled. "There it is…wait a minute." He then muttered, squinting at the screen.

"If these calculations are correct, then that means…aw man." He face palmed again as he leaned back on his seat. "The transformations take too much power! Ugh, I know that the Omnitrix has a power supply that'll live beyond my years, but the stupid thing won't let me alter the energy sequence. Probably to prevent damage to my DNA…" He grunted as he placed a hand under his chin.

He then looked at the core. "I have to find a suitable catalyst for inserting energy that's able to allow and sustain the transformation process. Hmm, it'd probably be good if it could re-energize itself too. I probably have something like that lying around here…darn."


...

Ben sighed at the memory, and then looked back at the core.

"Well, I finally found a suitable power supply. Now it's just a matter of recharging that mass of energy." He then stated. He then tapped the table for a moment, before gasping at an idea.

"I've got it! How about a solar recharger?" He then said. "Plus, if I add the Conductoid retractors, oh and possibly add in a Crystalsapien conductor crystal…oh this is it!" He giggled.

He quickly activated the Omnitrix, and transformed into Echo Echo. The sonic alien then split into three. Echo 1 tapped the dial and became Gray Matter. Echo 2 became Feedback, and Echo 3 Chromastone.

"Well, at least if we hurt ourselves, we won't have any side damage…" Feedback said. Gray Matter nodded. "Ok then, let's go over there for a bit."

Moving to a separate room, the three closed a door. Several loud sparks were heard, along with the occasional whacking of metal and crystal. After half an hour, Ben came out with a small device. Ben then attached the device to the lacrima.

"Now then, it should…YES!" He clenched his fist and punched the air.

He reattached the lacrima to the Omnitrix, and then grabbed the request sheet. He then took a look at it, humming as he exited his quarters. He then walked back towards the guild.


...

"Alright, seems simple enough. A spying mission huh? Let's see here, it seems that someone wants me to investigate strange activities in a boarding school…wait a sec." He then stopped.

He brought the paper closer, scanning his text. He then flinched, panicking at the sight of the paper.

"T-This is… a girl's only school?! OH HECK NO, I AM NOT CROSSDRESS—" He then gasped as he felt an eerie amount of stares targeting him.

"Oho…" 4 girls chuckled darkly. Ben turned around, only to see Lucy, Levy, Juvia and Erza.

"G-Girls?" Ben backed up.

"I heard something about a girl's school…?" Lucy chuckled. Erza zoomed and took the paper away from him, causing Ben to gasp with comedic shock.

"Ah, that's…" He mumbled. Erza's eyes then flickered. "Aw crapbaskets…"

"You can still do this job Ben…all you need is a good disguise!" Levy giggled, latching onto Ben's back.

"H-Hey, what're you—" Ben then went pokerfaced as Erza picked him up and lobbed him over her shoulder, blinking a few times.

"…Eh…?" He sweat dropped, looking around with blank eyes.

"AND OFF WE GO!" They all said, dashing off. Ben cried out comedic tears along the entire way…


...

The girls had carried him to Fairy Hills, a dormitory in which most of the females of Fairy Tail lived. Erza was the one who kept watch over the place, so she basically had control since she was the matron.

The girls arrived at the dormitory, giggling at the squirming Ben. He then looked at the place.

"What is this place?" He gulped nervously. Erza then glanced at him.

"This is Fairy Hills, it's a dormitory for the girls here at Fairy Tail." She winked.

"Eh? W-What the heck are you guys going to do?" He then teared up. He then saw Erza's face.

'Oh no…' He knew that look on her face. It was when she was thinking of something cute. 'This is gonna end bad…' He croaked.

Entering the building, Erza and the others entered Erza's room. Levy somehow found some rope and tied up Ben. He wondered why Erza kept rope in her room, but his answer was nearly revealed as his eyes glazed over a collection of novels. The shape shifter blinked a few times, wondering if the cover images were playing tricks on his eyes. Unfortunately however they were not. Ben then lazily chuckled as he looked at Erza.

"Hmm? What's the matter Ben?" She asked. Ben then glanced over at the pile again.

"I didn't think you were the type of read that kind of stuff Erza." He then countered. Erza blinked, wondering what he meant. He then gestured over by that direction, causing her to look, and then do a spit take.

Lucy and the other girls peered over, ogling the pile. Juvia lifted one up, her face slightly flustered.

"Juvia cannot believe the contents of this book!" She breathed out. Levy shook her head as she waved a finger.

"Didja know, Erza actually comes over to pick stuff like that every so—"

*Whack!*

Ben flinched a little as he saw Erza silence Levy with a neck chop. She then glared at him with a devilish smile.

"Now then girls…I think it's time for the operation to begin~!" Erza licked her lips. She then opened a bunch of magic circles, each letting out various clothing meant for a twelve year old girl.

Ben rose an eyebrow. "Wait, why do you have clothes meant for younger girls Erza? Wait… don't tell me you store everything in that pocket dimension do you, including—"

A wig then came down and landed on his head.

"…Wha…" He leaned forward, making the wig fall forward. He then backed up. "Oh crap."

"Yes Ben I do, indeed I do…" Erza then said. "Now then, which school is this request taking place?"

"Saint Blues Academy ma'am! It's up northwest of Magnolia Town! Their colors are blue, white and black ma'am!" Levy saluted, recovered from her initial attack.

"Thank you my good lady!" Erza bowed. "Lucy, Juvia, help me search for such a uniform! I've collected literally dozens of outfits over the years!" She boasted. She then turned to Lucy.

"Lucy, keep Ben from escaping and using the Omnitrix." She then ordered. Lucy nodded and then brought out a key.

"Yes ma'am. Here we go Ben! Open the Gate of the Maiden: Virgo!" She called out.

A yellow magic circle flickered with the familiar doorbell sound. A moment later, a pink haired maid with blue eyes appeared. She wore a maid's uniform and had shackles on her wrists.

"Is it punishment time Princess?" Virgo suddenly said, bowing.

"Nope, but's it's time for a makeover! For our guess here especially." She replied, gesturing over to Ben.

Virgo turned her eyes towards him, causing him to gulp a little before giving her a sketchy smile. "Uh, hi there. My name's Ben, nice to meet you Virgo." He greeted.

The spirit blinked, before smiling a little. Lucy couldn't believe her eyes.

"Such a darling." Virgo stated, causing Ben to blush a little. "Aw stop it, you're embarrassing me…" He chuckled sheepishly.

Virgo giggled a bit. "Princess, does he require a certain set?" Lucy nodded, and whispered the details. "Understood. I have exactly what you need. I'll be right back." Her eyes flickered, causing Ben to shudder for a moment.

Virgo vanished for a moment, and after a minute, she returned with a blue and black sailor uniform that had long sleeves. She also carried a long brown haired wig, one that would go down to the elbows. Ben did a spit-take as they showed him the uniform.

"Sir, our leader has personally recommended this garb for you." Virgo stated. Ben rose an eyebrow.

"Leader? Who is…oh that dumb lion!" He then groaned. "I swear to the Celestial Sapiens Loki's gonna pay…" He promised. He could see Loki laughing on the ground back at the Spirit World, but why would he have that for?

Erza clapped her hands together. "Good. Now then… strip." She demanded. Ben looked at her for a moment, before trying to roll his way out.

"OH HECK NO!" He screamed. Lucy pointed at him. "Virgo!" She commanded.

"Yes Princess!" She acknowledged, grabbing Ben and stripping him in an instant. Ben cried out comedic tears as he fell dead onto the ground.

"I've been violated…" He murmured, laying only in his undergarments. Erza then stood above him with the clothes.

"Now then, let's try them on ok?" Erza gave him a warm smile. Ben frowned at the creepy smile, but then sighed in defeat.

"*Sigh* Fine. But get out." He then shooed them away. The girls closed the door, leaving him alone. He stared at the clothes, before gulping nervously. "Guess I have to…" His eye twitched.

Several minutes later, he opened the door again. The girls all squealed and giggled at his appearance. Surprisingly enough, his face was a bit feminine for a guy, which made the disguise all the more better. Ben felt a piece of his pride get shattered to pieces as he stood before them.

He was now wearing a brown haired wig with hair going down to his elbows, it was tied with flanking twin-tails which had black ribbons. Wearing a black and blue sailor uniform, with the collar being black and white. The sailor tie was blue, along with the skirt, which went down to the middle of his thighs. He wore black leggings, and brown shoes.

Ben's face was red from embarrassment as he looked at himself. Virgo them handed him a small device. He looked up at her, wondering what it was.

"A voice changer." Was all she said, and had to to make him flinch again with a frown. The young man wrapped it around his neck, underneath his uniform. He then pressed the button and coughed a few times. His voice then began to change, now completely sounding like a girl.

"This is so not cool…" He grumbled. Juvia hugged him, rubbing his face.

"Oh you're so cute Ben!" She squealed. Ben then pouted as she let him go. "Now you're ready!"

Ben looked at himself for a moment, and then sighed. "Well, at least this is a good disguise." He said, his voice now sounding like a girl's (Rin's Voice!). "Well, I guess I'll be going."

As he walked out, the girls took pictures of him unknowingly. Perfect angled shots were made as he walked on, somehow not noticing the girls. He sighed as he readied the Omnitrix with the sheet in hand.

'Hopefully this doesn't alter my alien's appearances…' He hoped. 'I should probably bring that there too, to avoid revealing my identity.'

Transforming back to XLR8, he zoomed off into the distance, leaving everyone. Erza then did a sigh of satisfaction, and spun back towards the rest of the group.

"Whew…that was a blast. Now then girls, we should be heading off to prepare for the Parade." She then smiled. The girls rose their arms in unison as they walked off…


...

XLR8 sighed in relief that his appearance wasn't altered. He did wonder how to the schools were like in this world. He had heard of All-Girls schools before, but he never saw one in person. This actually made him quite interested for a change.

Heading northwest, he crossed a giant plain. Apparently he heard that Saint Blues was near Shirotsume Town, a town that was actually near the Blue Pegasus guild. Lucy had told him that she, along with Natsu and Happy, took a request to care of a corrupt politician by the name of Everlue, and was actually the mission in which she obtained Virgo's key. XLR8 smirked at that remark as he made his way.

Soothing chirps of birds soon echoed through the environment, giving XLR8 a nice feel as he dashed past through the wind. As he zoomed by, he then eyed a giant facility. Yep, it was definitely a school he saw in the background. But his requester was a man in Shirotsume, so he decided to go there first. It only took him a few minutes before he arrived, so he reverted back to Ben as he entered the town borders.

Ben looked at the sheet, eyeing the building that was the sender's property.

"Let's see here… The client's name is Kaby Melon. Huh, isn't that the guy that Lucy talked about? Well, nevertheless, let's go I guess." He decided.

After walking around for a bit and asking for directions, he was led to a small built up area. Ben whistled at the size of the mansion, knocking on the front gate. A lacrima screen then appeared.

"Hello. Can I help you?" A man said. Ben turned to him and nodded, showing him the sheet.

"Yes sir. I've come to this place regarding this request form." He said. The man looked at it, and then smiled.

"Ah yes. Please come in." He then said.

The gates then opened, allowing him to enter. Opening a large pair of wooden doors, another lacrima lit up. He turned to it as he heard the voice once more.

"Please climb the stairs. I'm on the upper floor with another mage. I assume that you're alright with working with a partner?" He said. Ben nodded. "Thank you then. I'll be waiting.

Ben looked around, gazing at the interior design. A simple tile pattern covered the floor. Books were present in many bookshelves, giving him the idea that he was a huge reader or writer. Walking along, he notices said stairs, and climbs up them. After climbing up seemingly for a minute or so, he reaches a hallway. A single door was opened at the end, so he figured that must be the one. Shrugging, he begins to walk, but Ben couldn't help but feel that he was going to be in for quite the joyride.

'Why do I feel awkward right now? Is it because I'm dressed like this, or is it something else? …Probably the latter.' He decided as he shook his head.

Reaching the doorway, he peeks his head through, only to flinch at the sight.

'W-W-W-What?! What's she doing here?!' He screamed in his mind, gaping a little. An elderly man perked up as he saw his face.

"Ah you're here! Please, have a seat over here." He gestured. Ben hesitantly nodded as he walked into the room.

His eyes immediately went to the other person, no people that were sitting across from the old man. Ben couldn't help but sweat a little as he recognized another coincidental encounter with a familiar blue haired girl who wore the same uniform as him, and a white cat. Wendy looked at him strangely, as if wondering if she had met this person before. Carla narrowed her eyes down. Ben felt as though she was seeing through his soul.

'It's probably my eyes…' He cursed as he sat down next to them, avoiding eye contact. The elderly man then chuckled, redirecting their attention back.

"Hohoho, well met. Now that you're all here, how about we introduce ourselves? My name is Kaby Melon." He greeted with a smile.

Wendy smiled. "My name is Wendy Marvell, and this is my friend Carla." She gestured to her cat friend. Carla nodded. They then turned to Ben, causing him to shake a little.

"Uhm, my name's Rin! Kousaka Rin!" He blurted out. Kaby then blinked while looking at Carla.

"Oh, I thought I had mistaken you for someone else, my apologies." He apologized. Carla rose an eyebrow in response. "Oh, never mind. Just an old man's rambling." He chuckled.

Ben then coughed. "So Kaby-san, you called us for a request regarding Saint Blues Academy?" He huffed. Kaby then looked back.

"Ah yes. I've called upon you because I've been receiving reports of strange activity in the Academy, or so it seems. I want you three to infiltrate the place and discover the source of the troubles for me. Here, I've prepared some transfer forms for the two of you." He explained.

Wendy then stood up and accepted the forms. She then gave the other to Ben. "Y-Yes sir! We don't disappoint you!" Wendy smiled with energy surging off.

Ben smiled at her, slightly blushing. 'Ah, that smile…' He daydreamed. He then felt daggers in his back, causing him to shiver. 'Crap, I forgot that I'm dressed as a girl. Is Carla suggesting things…?' He dared asked, trying to avoid eye contact with the cat. A menacing aura radiated from her as she stared at him.

'This girl…why does she look so familiar?' She wondered. Her attention was then halted as Wendy picked her up.

"Well then, we'll be going!" Wendy bowed. Ben, or 'Rin' in this case did the same, following the two as they left the room. Kirby smiled as he rubbed his stache.

"Ho ho, what a pair of youngsters!" He chuckled.


...

Exiting the mansion, the trio proceeded to exit town. Wendy tried to start up a conversation with 'Rin' as they walked around, making the young man awkward, with his mental fortitude breaking by the minute. Somehow though he had manage to contain the situation as they exited the town's borders.

"So Rin, where are you from?" Wendy then asked, leaning over. 'Rin' flinched a little, but then made a goofy smile while placing a hand on top of his head.

"Oh, me? I came from the southeast, near Magnolia. Have you ever heard of the place?" He then said, starting to get used to his role. Wendy nodded as she looked up to the sky.

"Yes! I hear that Magnolia is home to the most powerful guild in Fiore. Hum, what was the name again Carla?" She then turned to her feline companion. Carla sighed, placing her hands on her hips.

"It's Fairy Tail Wendy. They're also known as 'The Rampaging Fairies'." She then joked. Wendy looked at her with surprise, her eyes glistening for a bit.

"'Rampaging Fairies'? That's pretty interesting…" She admitted, not being aware of her gullible-ness. Ben did a weak chuckle as he looked down at Carla with half circle eyes.

'Oi oi, what kind of rumors are you spreading now cat?' He thought,

Wendy then sighed, and then turned back to Ben. "Anyhow, what kind of magic do you use Rin?" She then questioned.

Ben then stopped in his tracks. He knew this question was coming, so he dug into a pocket that he had. He wore a belt underneath his uniform, thinking that he should probably carry some useful items for missions like this. Digging in it for a moment, he takes out two small cylinder like devices. They were bluish-green in color, with a small button on top. Wendy and Carla observed the devices as he showed it to them.

"I use these two weapons in accordance to my style of fighting." He then explained, showing them in the palm of his hands.

"And how do you fight exactly…?" Carla then crossed her arms, saying so with a doubtful tone.

Ben then smirked, pressing the buttons on both devices. The objects flashed, and began to morph themselves around his forearms and hands. They first wrapped around his wrists, becoming dark bluish green for the exterior. A series of mechanical noises were then heard as they began to extend up his forearm, and then covered his hands. Green glowing lines of circuitry were shown for a moment underneath the colored shield guards as they spun themselves into place. Ben then slammed his arms together in a cross pose, activating them and causing them to glow blue for a moment.

"Woah…" Wendy ogled the two gauntlets. She then looked at him as he gave her a smirk. "What're those?" She then pointed to them.

Ben brought his arms out, giving the girls a good look at the two arm guards. They then saw that he gained a pair of black gloves as they activated around his arms.

"These are the Blue Waves. I've designed these two gauntlets for the sake of close quarter and long range combat." He then explained. He then showed them a closer look, revealing two dark gray cylinder barrels, one between his index and middle finger, the other above his ring finger as they were aligned with the knuckle part of the gauntlet.

"Here, take a look." He then offered, turning around towards a tree in the distance.

Ben took a boxer's stance, and then punched the air with a right, clenching his already balled up fist as he did so. At first nothing happened, but then a shot of green energy blew out from the barrels, sending a blinding fast burst of magical energy straight at the distant figure. The blast easily broke through the dense wood and crashed into a large boulder, shattering it. Both of the girl's jaws dropped at the feat. Ben then twisted his wrist, making a clicking sound resembling that of a round changing. The main hand guard did a spin around his wrist as he did so.

"Unbelievable… wait, don't tell me you've used that on a person before?!" Carla then shouted at him. Ben waved his arms in denial while shaking his head.

He then chuckled. "Ah no, that was one of the higher level of attacks that I set on this device. I can configure different levels of power according to amounts of magic that I use, meaning that depending on the level, I could use it for a variety of actions, such as busting that tree over there."

Wendy was still awe struck by the sighting as Carla hummed. Ben then did an awkward laugh as he rubbed the back of his head.

"So yeah…let's get going?" He then suggested. The Blue Waves them complied back together, giving an appearance of blue green wrist guards. Ben sighed, knowing that they covered the Omnitrix from the two of them.

Ben then began to guide Wendy along, pushing her back as they continued towards the academy. Ben was cheering in his mind because of his allowed contact with his female companion, but he dared no show his emotions on his face, less he garnered a beat up from a still suspicious cat.

As they continued to walk, Wendy eventually returned back to normal. Naturally she bombarded Ben with questions, but he told her that she would get her answers after they infiltrated the school. She then explained her magic as well, describing it specifically as—

"It's called Sky Dragon Slayer Magic!" Wendy smiled. "I can use the power of wind for a multitude of uses, like healing, enhancements, attacks, and other things. Well, I do prefer not to use it for hurting others. Oh, I can also consume air to re-energize myself, but it seems to wear others out..." She then whimpered, spinning her fingers. Ben smiled at her kindness, and then turned to the object in front of them.


...

The three looked up, gazing upon the stories of wood above them. The roof tiles were jet black, with the exterior color being white. Blue and white decoration markings were present throughout the entire campus facilities. Ben, Wendy and Carla then proceeded to enter through the main entrance. A receptionist then spotted the three, gesturing them over.

"Hello there girls! You must be the new transfer students?" She called out. The two nodded as they approached the counter, handing them the forms. She took a moment to read them, and then gave them a smile. "All right, you're set to go!"

Ben had a neutral expression on his face. The woman was a young adult, probably around her early twenties. She wore a pair of half rim glasses, and had short light brown hair, with fair skin and brown eyes. And naturally as he looked down, he found an impressive set of…assets. Ben was puzzled by the weird trait of women in this universe.

'Is every woman in this universe naturally well-endowed?' He wondered with a confused voice. He then blinked a few times as a certain book worm showed up in his mind.

'Oh…right. I should probably apologize for that thought…' He then decided, remembering the body of a certain mage in his guild.

"Well girls, let me introduce myself first. My name is Taiga Fujimura! It's a pleasure to meet you!" She smiled. Wendy then returned the expression, beginning to open her mouth. Ben then tugged her sleeve, making her face turn around.

"Hmm?" Wendy then said. Ben gestured her to come closer. She acknowledged it, bringing her ear to his mouth.

"You should probably make sure not to use your magic here. Only use it if there are other mages here alright?" He suggested with a whisper. Wendy then leaned back, nodding. Ben then gave her a thumbs up.

"My name is Wendy Marvell! Nice to meet you Taiga-sensei!" She then twirled.

"Rin. Kousaka Rin, how do you do?" Ben then greeted with a bow.

Taiga blinked. "Such unique names… Well then, please proceed to class 1-B alright?" She then designated their location.

"Hai!" They both said, beginning to walk off.

Ben and Wendy looked around as they began to walk through the halls. The walls were white, with the floor having a pale green pattern to it. Ben tipped the floor a few times, admiring the architecture in this place. After a few minutes, they climbed up a set of stairs, and approached a sign above a door.

"Room 1-B. This must be the place." Ben said, looking up. Wendy then gulped nervously.

Knocking on the sliding door, they waited a few seconds. It then opened slightly, revealing another young woman. She had long blonde hair and bright green eyes. Wear rimless glasses, she wore a black turtleneck, a pair of blue jeans, and an unbuttoned white lab coat.

Ben was going to introduce himself, but as the teacher came out, his face got pushed back by another pair of mountains.

"Mmrph." Ben muttered. He then sighed as he backed up. The teacher gasped a little, and then bowed in apology. She then suddenly eeped as she tripped on nothing, dropping both of the young individuals. They were gasped for air as her arms were pinning down on their necks.

"O-Oh no, not again…" She whimpered, lifting herself off of them. "I'm so sorry!" She bowed again. Ben and Wendy breathed for a second, before standing back up and wiping the dust off of their uniforms.

"It's alright ma'am…but you could use a lesson in balance though." Ben tried to not sound rude with that acclamation.

"I really should…" She whimpered again. She then perked her eyes up. "Oh, my apologies! Are you two the new students?" She then asked.

They both nodded, making her smile. "Ah, then let's introduce you two to the class! Please give me a moment." She then clapped her hands together, running back into the room.

A moment later, she opened the door again and gestured them to come inside. She had a carrot smile as she did so. Ben swore he saw some small flowers bloom on the top of her head.

"Alright everyone! As you heard, we were expecting some new students today. Let's give these two girls a chance to introduce themselves." She then said, inviting the two in.

Ben held his chest for a bit, taking a deep breathe, and then walked in. Wendy then did the same, following him slowly. Carla wondered if she was going to be alright as she followed the shaking girl. As they walked in, the other girls in the class gazed upon them. A bunch of 'oohs' and 'ahs' were heard as they did so, making them slightly uncomfortable as they wrote their names on the board.

Ben then coughed, clearing his voice as he spun around with hands on his hips.

"The name's Kousaka Rin! Nice to meet you all!" He huffed. The class applaud his entrance, some of them remarking 'Rin' as a tough tomboy.

Wendy then turned around, having a bit of stage fright. She then squirmed around before bowing.

"M-My name is W-Wendy Marvell! I-I hope I can work with you all!" She stuttered cutely. Hearts floated above some of the classes' heads, remarking her shy demeanor, which made her all the more attractive in Ben's eyes.

"These two will be joining us for a bit as an ongoing collaboration. Please treat these two fairly alright? Oh, please call me Tearju-sensei, is that alright?" She then said to them. The two nodded in return, making her smile yet again.

The students applaud them once more, obeying the request of their teacher. Ben still had his valorous expression on his face, but on the inside he was smacking his head against a wall.

'Ugh this is so embarrassing…' He cried out in his mind.

Ben was not going to be looking forward to this. But he had to in order to investigate the so-called activities in this Academy. Looks like this Fairy's in for yet another adventure!


So yeah, a bunch of references to some other shows. Can you identify them?

So, this chapter is complete. Like I said before, I wanted to introduce another filler part before another canon one. I hope you all don't mind this course of action. Of course, after this is over Ben is still going to participate in the events of the other Arc. It does take the Miss Fairy Tail Contest several days to plan and act out right?

Anyhow, I wanted to say this though. I hope you all don't mind this, (especially the cross dressing. Is that bad for something like this?). Please rate/review this story if you want.

Well then, I've nothing else to say. So with that, see you all later everyone! I'll see you in the next part of The Null Fairy!