Author's Note: HEY EVERYONE! Sorry for the tardiness but both me and Masamune got delayed due to an important thing called daily life. With my school work and Masamune with his job, the both of us had less time to work on the chapter. Pplus this chapter we found to be quite tricky to finish and required assistence from our new friend and ally Ultimate10. Well we finally finished the chapter and we think you'll enjoy it. We're happy to see we're reached past 710 reviews and hope to go beyond 750 before the next chapter is completed. Now we can't promise that the next chapter will be out in a month but we will certainly try to get it out earlier than this one. SO READ AND ENJOY! And if anyone has ideas pleased share them in the reviews and we'll get back to you in the PM's.

Fairy Tail: Omniverse Invasion

Chapter 21: Round One; Ben vs Alzack... FIGHT!

Deep in Town

Ben had gotten far on his board, gliding through town, as he made his way to find Evergreen. So far there was no sighting of her, as Ben deduced she was either hiding to make sure she couldn't have been spotted or waiting for them to come to her to get beaten by her. But he stopped in his tracks as he turned a corner, and was shocked to see what he was seeing. At the other way, he saw the area had been turned into a battle zone with craters and buildings half demolished. And much to his shock, he saw Jet and Droy were both down for the count… with Alzack in the center.

He hopped off his board, as he ran towards Alzack, as he shouted, "What the heck happened here? What happened to Jet and Droy?"

His back was turned to Ben, as he answered, "There was a fight; we didn't have a choice in all this."

Ben blinked, as he didn't know what was going on, "What? What are you talking about? Who were you guys fighting?"

"Each other," Alzack answered, making Ben shocked by this, as he turned to face him, "And it looks like another fight's beginning."

Ben blinked as he asked, "What are you…?" But the two saw a barrier forming around them, as Ben also saw runes being written on the screen, as he asked, "What do those say?"

"They're saying the Next Battle is commencing," Alzack answered, as he pulled out his guns.

Ben blinked, as he asked, "Well, who are the combatants?" He then turned to face Alzack… as he pointed his guns at Ben.

"It's us, Ben," Alzack replied. "It's me vs you. Only the winner can leave this barrier to move on and I'm aiming to win this fight."

Ben paled, as he gulped, "Oh boy…"

BLAM!

Ben had barely managed to dodge the shot, as he fell back down, as he scooted away, when Alzack aimed his guns at him again. Ben began to circle through the Omnitrix without looking, hoping he'd get one that would help out in this situation. Not wanting to fight any of his allies, Ben tried to reason with him as best he could, "Alzack, listen! We don't have to play by their dumb rules! If we do this, they'll win no matter what."

"It doesn't matter," Alzack stubbornly stated, as he pulled out his guns yet again, "If it means Bisca will be safe, then I'll end it. RIGHT NOW!"

He fired a barrage of shots right at Ben, as a green flash flashed in Ben's place. The shots struck the ground and caused a small explosion that made a dust cloud that hide Ben, as Alzack frowned before turning away, as he was sure he had won, "Sorry, Ben. I hope you don't think ill of me."

"Oh, believe me, I don't," a new voice spoke up.

Alzack was surprised to hear the new voice, as he whipped around to see the owner of it.

There, standing in a battle position, where Ben once was, was now a humanoid pile of green goo with a nose-like beak and he had an amoeba-like shape. A small little flying saucer, an Anti-Gravity Projector, hovered above his head.

Alzack took notice of the device on the saucer, and looked at the green glob, as he questioned, "Ben?"

"Actually… it's Goooop," Goop replied. As Alzack shot at him, Goop slurped away, following the metal saucer.

Goop flew around, dodging the shots of Alzack's guns with ease, flying through the air like a green kite or something. Alzack kept shooting, hoping to hit Ben's new form, but it was becoming clear obvious that it was to no avail. Goop's body was nothing but moving slime; a slime monster at best. Any of his shots that did hit simple just went through his gelatinous body, leaving holes that immediately vanished as he healed himself. It was like he was trying to harm water with bullets. Meaning no physical shots could hurt him. But then Alzack looked at a few vacant buildings near, as Goop stopped at one and formed back, leaning on the building like he could crawl up the walls of the buildings.

Alzack smirked, as he saw his chance, and fired at the foundations of the buildings. The shots did their job, as they blew at the crevices, forming cracks. Goop could feel the building starting to buckle over the pressure, as the building started coming down. And as it fell, the debris started coming down on him, as it fell over on Goop, crashing into a heap on the Polymorph, burying him completely. Once the dust settled, Alzack took notice that the building had completely fallen down on Goop.

Alzack picked himself up, as he aimed his guns at the scene, knowing full well that this would probably not stop Ben at all. There wasn't any movement at all, which made him a bit nervous, as he called out, "C'mon, Ben. Just try to get out! Come on!"

Nothing happened… which meant that he may have actually won. Until the rubble exploded, causing Alzack to fall back on his back. As he tried to pick himself up, Alzack took notice of another new form that was lumbering out of the rubble.

He had the appearance of that of a 7-foot gorilla made entirely out of building blocks. He had three main colors which were red, blue and yellow, with black lines all over his body. He was mostly red and yellow with some spots of blue.

Bloxx was fairly getting miffed, as he looked to Alzack, and asked, "Seriously? A building on my head? I try to reason with you in not to fight, and you drop a building on me?!" Alzack pointed his guns at Bloxx, as the Segmentsapien sighed, "Fine. If you wanna do that… then that's fine by me."

Bloxx's arms extended and morphed into a pair of cannons, with bullet belts attached to the back. He then fired a barrage of block bullets at Alzack, who easily dodged them, as while Alzack shot at him. A few blocks were taken out of him. But Bloxx managed to run from the shots. He then morphed his left arm into a massive hand, as he used it like a grappling hook. He flew up in the air, doing a backflip in the air, as Alzack saw this as his chance and fired a rapid barrage of blasts at him. A few chunks flew off, as he managed to reform them, and formed up into a ball.

He then shot his arm out again, and grappled the nearby building, as he swung hard right into Alzack, knocking him hard across, as he skidded across the ground.

Alzack recovered as he continued to shoot at the ball, which morphed into a boulder, rolling towards him. The shots caused the ape-like being to split in two, allowing Alzack to slip through, as he turned around and shouted, "I'm gonna win this! And I'm gonna save Bisca no matter what!"

Bloxx morphed his arms into a bulldozer-like shield, as he dragged it forward, stating, "Alzack, I'm not arguing on that, but this isn't the right way. Also in case you've forgotten, Bisca isn't the only one who needs to be saved, the other girls need us to get them back to normal as well. If we keep fighting each other then nobody's gonna be left to stop Laxus!"

"Then I'll stop him," Alzack stated.

Bloxx frowned, "I seriously doubt you're that strong. The guy's an S-Class Mage and if he's as tough as Erza then your seriously biting off more than you can chew."

"You're not exactly proving it by not fighting," Alzack shot back.

Bloxx frowned, as he stopped, "Fine by me." And then morphed his shield into two massive fists that actually smashed into Alzack.

But Alzack fired a massive blast that shattered Bloxx into a thousand pieces. But unfortunately for him, he had reformed, and was about to get beaten… if the Omnitrix hadn't timed out, and Ben was now revealed to be himself again.

Ben fumed at this situation, as he looked to the Omnitrix, "You had to do this to me right this second, didn't you?"

Blam!

Unfortunately for Ben, this wasn't the time for him to argue at this point. Immediately, he pulled out his hover board, and hopped on, avoiding more of Alzack's shots, as this continued. Ben turned around, as he tried to reason, "Alzack, seriously! This isn't helping Bisca or anyone else out, except for Laxus who'll have less enemies to deal with!"

"The only way to help her or the others is to beat anyone who we fight against!"

"And I keep telling you that you don't have to!"

"I would have thought you'd jump at the chance to save Juvia, like I did to save Bisca!"

Ben arched an eyebrow, as he took a turn, and asked, "What are you talking about?"

"Isn't it obvious," Alzack shouted, as he took careful aim to hit Ben's board.

"Oh, I know it's pretty obvious," Ben pointed out, as he grabbed one of the poles to weave around when he saw Alzack aiming at his hover board. "You obviously have a thing for Bisca. Or more to the point, you're in love with her."

Alzack stammered a moment, losing his focus on his shot, just as Ben was coming at him. But he shook it off, as he countered out loud, "W-Well, you're in love with Juvia, but you're too chicken about telling her!"

Immediately, Ben went blank, as he gasped, "Wha..?" And then…

SLAM!

Ben came face first to a pole and fell off his board and onto his back, as he rubbed his sore face, while he tried to right himself back on his feet, and grumbled, "What are you talking about? I'm not in love with Juvia."

"Yeah? Well, shows how much you know about yourself," Alzack pointed out, as he stopped shooting at him for now. "You've got the same look I have whenever Bisca's near me. You're uncertain with how you feel, and if you are certain, you don't want to ruin what you already have. When that happens, things will go sour for you, and you end up losing her, without having her to die from combat or something."

Ben thought about it for a moment, and true enough, Alzack did speak some truth in it. But he shook his head, as he saw the Omnitrix glow green again, and hardened his resolve, "Maybe you're right, maybe you're not." And then switched on the Omnitrix, as he slammed the lens, "But one way or another I'm going to knock some sense into you first."

And in a green flash, Ben transformed yet again, as Alzack bore witness to Ben's new form. In Ben's stead was a tall humanoid frog-like alien with three-fingered hands and two-toed feet. He had a more defined jawline, and wore green sunglasses. His skin was also a paler green. He wore a black, white, and green uniform with a green stripe down the middle, fingerless black gloves and toeless black boots with green cuffs above them, and a green belt with a white buckle. He also had an oxygen tank on his back as well. The Omnitrix symbol was on his upper chest with the oxygen inhaler knob.

Omnitrix Encyclopedia

Incursean A.K.A Bullfrag

Bullfrag is the Omnitrix DNA sample of an Incursean from the Incursean Empire. The Incurseans are a technologically advanced frog-like species from a planet that was destroyed long ago. The Incurseans have been a violent, spacefaring race for millennia. Bullfrag is, however, considerably taller and more muscular than a typical Incursean. The reason that Bullfrag is more muscular and developed then other Incurseans is because most Incurseans have very poor diets, and Bullfrag is an example of a genetically optimal (completely fit and healthy) Incursean.

Being an Incursean, Bullfrag has powerful jumping abilities, and is very agile. His physique makes him stronger and more durable than an average Incursean. He has impressive hand-to-hand combat abilities. He also possesses a long, sticky and prehensile tongue, which he can use as a grappling line or to hit a distant target. It is also very strong, able to smash boxes. And he can inflate his chest to repel enemies and gain momentum to jump.

But he has his share of weaknesses, for like all Incurseans, Bullfrag is weak to a strong smell. And shown in multiple occasions, Bullfrag's tongue hurts if it stretches too long.

"Right now, I aint got the time ta argue," Bullfrag stated. "I'm taking this fight into overtime."

Alzack fired at Bullfrag, but amazingly, the Incursean dodged it with amazing jumps. He jumped to a building, and leapt off the wall, much like Spider-Man would, as another shot at where he once was. As Alzack was shooting in the air, trying to hit Bullfrag, he shot back, "Why even bother, if you don't care about her!"

Bullfrag landed on a lamp post, as he was crouched on it, and shot out, "It's because I do care for her, ya mook! It ain't the fundamental reason I'm doing dis!"

Alzack then concentrated his shots at the lamp, as he fired, "Then you reall don't care about her at all! That's why I'm gonna win this, and save Bisca and the others!"

Bullfrag shot his tongue out in the air, as he leapt off the lamp post, as it was blown up. The tongue stuck to the wall as he went tarzan and swung around in the air, getting behind of Alzack, and leapt behind him like a bullet. He flipped around and kicked Alzack in the back, sending him skidding on the ground, as he dropped his guns. He then shot his tongue at the guns, and pulled them back, grabbing them. Alzack was struggling to get to his feet, but then Bullfrag launched his tongue at the cowboy, latching it to his hands, and then forcefully pulled him towards the Incursean at tremendous speed.

He then sidestepped, as he nailed him with an Axe Arm attack, smashing it into his face. The Cowboy Mage finally fell down as he groaned. Bullfrag cracked his knuckles, as he pinned Alzack down on the ground with his foot, as he shot back, "Actually… I can relate, bub."

Once he pinned Alzack to the ground, Bullfrag tapped the lens, and in his stead, Ghostfreak was there. He grabbed the struggling cowboy, and looked down at the ground, "Let's hope the barrier doesn't extend into the sewers."

And then he immediately fazed through the floor along with Alzack in arms.

At that Moment Elsewhere

Albedo, still in his disguise, took notice of one of the runes were flashing, making him very inquisitive on the moment. Albedo then looked to Laxus, who was enjoying the whole scene before him. He walked over, as he reported, "Excuse me, but…"

"This is the best day of my life," Laxus taunted. "The old man's weak guild is falling apart all by itself."

"That's nice, but…"

"And those losers think they can win against the Thunder Tribe. Boy, are they delusional. Without Mystogen, Erza, or Gildarts, they might as well give up."

"I don't know who two of those are, but…"

"Won't matter long," Laxus smirked. "The old man will make me the new Guild Master, and once I'm in charge, the first thing I'm gonna do is bend both Mystogen and Gildarts to my will. They'll either work for me, or go look for a new guild to find employment at."

Albedo sighed, rubbing his temple in annoyance, as he stated, "That's nice, Laxus. But…"

Laxus whipped around, as he fumed out in annoyance, "But what, you?!"

A little startled by that rude shot-back, Albedo shook his head, as he stated, "I've been trying to tell you Laxus. Someone managed to get through the barrier before a fight could be finished."

This piece of news angered Laxus to no end, as he shot out, "WHAT?! WHO?!"

"Ben Tennyson who else" Albedo remarked as if it should've been obvious.

That name seemed to become a mental trigger for Laxus, as his eyes began to surge and light up with electricity. Until finally, he punched one of the pillars he stood by… and toppled it down with a lightning charged punch, sending the bottom timbering down like a tree. Albedo wondered what Tennyson did to this guy to simply get him angry, or wondered if this guy was born with a chip on his shoulder.

At the moment, Laxus fumed out, as he glared daggers, asking, "Alright. Where the hell is that prick?"

Albedo shrugged, as he simply answered, "Haven't a clue. He disappeared once he left the arena."

He turned around, as he spat out, "Get Freed. Tell him that there's a rule breaker, who needs to be reminded of the rules to this game."

"Understood," Albedo replied, as he picked up a Lacrima phone, but then asked, "What are you going to do?"

Laxus's eyes sparked, as he spat out, "I'm gonna give the old man a little reminder of why it's not a smart idea to go behind my back like this."

Meanwhile Back at Fairy Tail

While everyone outside was fighting like crazy, the scoreboard that was the barrier was giving them the laydown of the Festival Fight. And quite frankly, Master Makarov couldn't believe his eyes, as he saw his children fighting one another over a fight that had no meaning, but merely used for some other's personal gain and amusement. So far, Laki and her friends were fighting one another, and Laki had later won. Others began to fight one another, losing and winning, as the numbers began to dwindle. Makarov lowered his head, as he realized the obviousness: the others would keep fighting one another until only a few were left. And once that happened, the Thunder Tribe would pick them off one by one.

Happy was looking rather down at the scene, "This is bad. Isn't it?"

Makarov nodded, "Indeed. If this continues without a chance to either get to Evergreen or Laxus, I will have no choice but to relinquish my place as Guild Master to Laxus. Which might be the only thing left to do if Gray or Ben are not successful."

Happy went bug-eyed on that, as he nearly squealed, "No, Gramps! Don't do it!"

Neb hopped up on the table, as he agreed with the little blue pest, "I agree with him!" And then grumbled at the side, "As much as I'm shocked to say and hear myself say it." But then he returned to normal, as he pointed out, "Look, I may have said before I hated wizards and sorcerers because of the problems in my former home caused by a wizard. I viewed them as nothing but trouble from the get go." He then sighed, as he pointed out, "And right now, one wizard, a former member of your group, is making it worse by not just involving civilians, but also his own guild mates. Now that's just messed up."

Happy frowned at that as well, as Makarov nodded, "I know, Laxus has gone too far but thanks to the rules that Freed has written, I cannot intervene or help the others." And then a throbbing vein on his head appeared, as he grumbled, "And our last best card isn't even able to exit the Guild Hall for some odd reason."

Natsu continuously rammed himself into the barrier with the same result: nothing. But he still continued to do so unimpeded, despite the fact he was getting dizzy and disoriented with every ram. Neb raised an eyebrow at this, as he asked for everyone, "Just how old is Natsu exactly?"

"Seventeen, from what I remember," Happy asked. But then scratched the back of his head, as he wondered aloud, "Although… maybe he's older but perhaps because he's a Dragon Slayer, he ages slower physically."

Natsu heard that as he shot out, "HEY, I'M SEVENTEEN, MAN! I'M NOT EIGHTY!"

"Yeah, but you're a bit scatterbrained like an old man." Neb pointed out. "Plus what other reason could there be for you not being able to pass?"

Elsewhere Sewers

Suddenly, as the conversation was going to go somewhere else in the guild hall, something fazed through the roof of the sewers deep below Magnolia. It was Alzack, and apparently, he had been carried in by a ghost in green chains, black vein marks all over his body, and a lone green eye on a featureless ghost face. He set Alzack down as he started to come two again, as his vision cleared up. He saw he had been taken into the sewers… and saw his assailant to be a ghost.

Alzack shrieked out loud like a banshee, "AAAAAAAAAAH! SPOOKY GHOST!" he tried to find his guns, but felt nothing, as he groaned, "Oh great, my guns are…"

"You mean these," Ghostfreak asked, as he handed him his guns. Suddenly, Alzack yanked them and clocked the hammers. Ghostfreak waved his arms out, as he tried to clear up the confusion, "No wait! Alzack, no! It's me!"

"I don't know who me is, but I'll take ya down all the same!"

Ghostfreak knew this guy didn't see this form, as he pointed out, "No, Alzack! It's me! Ben!"

Alzack went wide eye, as he managed to regain himself, and asked, "Ben? Is that you?"

Ghostfreak sighed in relief, "Yes, Triggerhappy. It's me."

"Yeah, that's Ben alright," Alzac agreed with him. "I recognize that insult anywhere." And then shivered as he looked at Ben's form, "But still… that form's way creepy."

Ghostfreak chuckled, "If you think the outer skin's spooky, you should see this guy's real form. It'll give ya nightmares." He then tapped on the lens, as he changed back, landing back on the ground, as he sighed, "Look, can we talk?"

Alzack was hesitant to comply… but something in Ben's voice showed he was sincere. So he trusted his instincts, and put the guns down, as he asked, "Okay… what?"

"We can't fight one another on this, Alzack," Ben explained. "If we don't stop this and just help one another, Laxus will win without any one of us trying to stop him."

Alzack was silent, as he knew that Ben was right. From the moment this battle started, and the second Bisca was petrified, he had been worried that Laxus would have shattered them if he hadn't fought back. Laxus may have been a pushover, but even he knew the Thunder Dragon Slayer would become serious when his mind was focused on something. He shuttered to think if Laxus would go back on his word.

Ben looked at him, as he knelt down to his eyelevel, and sighed, "I'm guessing from your silence, you'll help out?"

Alzack looked to Ben, and nodded, "Yeah. I'd rather both me and Bisca die together than have to sink to fighting on Laxus's rules." He grabbed Ben's hands as the latter helped him up, "We just need to stay out of the barriers."

Ben smirked, "Leave that to me. I've got more than just Ghostfreak for intangibility."

"That's good to hear," Alzack smirked. "We get passed enough of the barriers, find any members still on their feet, convince them, and then we all find Evergreen and beat her. A few more mages and an S-Class might win against one of the Thunder Tribe."

Ben nodded, "And once Bisca's unfrozen, you can tell her how you feel instead of just chickening out."

Alzack blushed at that idea, just confessing to Bisca like that out in the blue. But then he grumpbed, as Ben fiddled with his Omnitrix, "Alright then." But then he smirked, "But if I confess, you have to confess too. I'm not doing this by myself."

Ben blinked, as he nearly slipped on his attention, as he asked, "Wha?"

"I mean, you have to confess to Juvia some time as well," Alzack pointed out, as he readied his guns. "Trust me, I know. You've got the same look I do when I look at Bisca, when you look at Juvia."

Ben frowned, as he slammed the lens, and changed into Big Chill, "Let's just focus on Evergreen before we decide to do that."

Elsewhere Up Top

Ben and Alzack phased through the ground as they resurfaced. Ben looked around his surroundings.

"Where are we now?" He asked as he was unfamiliar with this part of town.

"Looks like we're in 24th street, which puts us close to the downtown area." Alzack said before turning to Ben with a look. "We're further away from the Cathedral now."

"Well sorry but I couldn't tell where I was going from inside a dam sewer." Ben retorted a bit annoyingly at being blamed for their new location.

Suddenly, they heard a crashing sound and turned to see a large object was smashed into a building, causing the two to flinch in their stead. Once the dust settled, slowly walking out dazed like crazy… was Elfman, who looked like he was halfway to fall over in a coma.

Ben gulped, "Elfman? Oh man, this isn't good. I know he's not much of a fighter, but if he's fighting for Mirajane… we're dead."

"That I agree," Alzack gulped as he sweat dropped at the possibility for Elfman to go Full Beast Body. "We should probably get going and fast."

"Agreed," he replied. Ben and Alzack then got to running to get out of there. Alzack got a good lead, but when Ben ran after him, he crashed into an invisible wall, as he groaned, "What the heck? What happened?"

Alzack stopped, as he turned around to see Ben stop, "Ben, what are you doing?"

Ben felt the wall in front of him, as he groaned, "Great. It's another invisible wall." He shook his head, as he switched on the Omnitrix, and picked the alien for the job. With a quick push and a green flash, Big Chill was present, as he breathed out a little cold air, "Okay… time to do as before." He attempted to walk forward to faze right through…

… until he slammed into the wall again, stumbling back and clutching his non-existent nose. "What?" Alzack questioned, as he ran over to the wall. "What happened?"

"I don't know," Big Chill replied, as he felt the wall. "I can't get through."

"Can't you go through it," Alzack asked, looking around nervously.

"I tried before. It wouldn't let me," Big Chill replied. "I was able to faze us out before, why can't I do it now?"

"Can't you faze through the ground like before." Alzack asked a good question. "You can just come up that way."

"Yeah, one sec." Big Chill said as he turned intangible and dived to the ground only to have his face hit the concrete.

"Owww, dam that hurt." The necrofriggian said before he saw runes began to form on the wall, as a new message was made. Alzack looked to it and asked, "What's it say?" The reason for that was because the words were in reverse for him since he was outside the wall.

"I don't know; I can't read this chicken scratch," Big Chill nearly yelled out, his frustration getting the better of him.

"It reads; No fazing through the barriers or ground. Attempting to faze behind, under, or through the barrier has now been declined," a voice suddenly spoke up. Alzack turned around, as he and Big Chill looked to see Freed, standing on the rooftop of a building. He somewhat floated down, as if gravity had no hold on him. He then glared at Ben as he stated, "I will now allow you to freely disregard the rules so frequently."

Big Chill glared at Freed under his cloak, as he hissed, "I take it you're the guy who's been writing all the rules for this stupid contest?"

"Those who make the rules are the sure victors," Freed pointed out.

"Yeah, well those who write the rules during the game are labeled as instant cheaters," Big Chill retorted.

That set Freed angry, as he spat out, "What?! How dare you!"

However, Ben had some major problems of his own, as runes lit up on his side, as he figured, "I'm guessing that it's me vs. Elfman, right?"

Freed managed to shake off his annoyance and frustration, as he regained his composure, "Yes. And this time you have to fight… if you wish to save your lover."

Big Chill was quiet for a moment, as he tried to figure it out, as he asked, "My lover?"

"He means Juvia, Ben," Alzack stated.

Ben got flustered, as he denied it, "Wait! Hold on! We're just friends! Nothing's going on…"

"It matters not of your love life," Freed replied, as he pointed behind Ben. "You have a more pressing matter to attend to."

"FIGHT LIKE A MAN!" Elfman roared out from afar, as Big Chill turned to see him charging with a Beast Arm attack.

"I've taken the liberty to at least provide you with sufficient space to use for your match, enjoy it." Freed said before his back gained wings that were made of darkmagic and he then flew away.

"Hold it Freed you're not getting away!" Alzack stated as he ran after the rune writer, intending to beat him so that at least all the runes in town would be disabled.

"ALZACK WAIT!" Big Chill called out to him while dodging Elfman's swung arm but to no avail as the cowboy continued after him.

"Stand your ground and fight like a man!" Elfman stated before he turned his arm into a stone golem arm.

Big Chill wasted no time and tapped the Omnitrix lense as he was enveloped in a green flash of light to reveal Shocksquatch who grabbed his arm as the two were now in a gripping deadlock.

"Elfman you need to stop this." Shocksquatch stated as he tried to hold him back. "We won't be able to save the girls if we keep fighting eachother."

"Sorry Ben but as Mira's brother it's my responsibility to save her. I wouldn't be a good brother or man if I didn't do everything I can to help her." Elfman claimed before kneeing Shocksquatch in the gut causing him to let go.

"But this isn't how to go about it." Shocksquatch shot back as he blocked a punch from Elfman and delivered a jab to his chest followed by a shadow punch knocked him on his back as he held his chest. "No one's going to save anyone unless we fight together."

"And no one can escape these blasted traps until a victor is decided." Elfman shot back before his entire body was enveloped in light and was replaced by the form of a vicious looking creature that towered over him. "BEAST SOUL!"

"Oh crud." Shocksquatch could only say before a large fist headed towards him.

Elsewhere

Alzack fell to the ground unconscious as Freed stood before him.

The cowboy had caught up to him when he fired shots and forced him to descend to fight him. Unfortunately for Alzack he had witnessed how outclassed he was. Freed had created a barrier to stop every shot he fired at him and then used his rune magic to overwhelm him by making him feel pain even without getting injured. The sensation overloaded his brain and caused him to go unconscious.

"You should've finished your fight with Ben." Freed told the unresponsive man. "If you had then at least you wouldn't have had to suffer against me like this."

With that the runes around them declared him the winner and he walked away.

Back with Ben

"Ooof" Shocksquatch huffed out as he crashed through the walls of a store that was closed. His body came to a stop against a shelve that had souvenirs like snow globes, pendants and other things that then fell onto him when his head hit against the shelf causing it to topple over.

"Oh no." Were the only words Shocksquatch could say before he was buried in trinkets. The only part of his body that was sticking out were his feet.

Beast Elfman walked into the store and say his friend buried. Before he could do anything else he saw the pile suddenly get tossed everywhere around as Shocksquatch emerged and got back up back putting both hands on his back with a grunted expression.

"Man I'm going to be feeling that tomorrow." Shocksquatch grunted out while pushing his back forward in an attempt to straighten himself more before he saw Elfman infront of him. So he brought his arms up in a boxing stance. "Alright Elfman if you wanna fight then let's do this." He said while making the come on gesture with his fingers.

"I admire a man who won't quit but not enough go easy on you." Elfman said before he charged at the yeti while Shocksquatch did the same as the two reared their arms back and then lunged into the air before they punched eachother in the face. Unfortunetly for Ben, Elfman's punch had more strength to it and caused him to get sent flying back into the wall as his body formed a spiderweb crater on it but before he could ponder anything…

"GAHHH!" He heard a battlecry and looked up too late to see Beast Elfman closing in with what looked like a shoulder tackle the kind football players used to plough through enemy lines.

"Oh this is going to hurt." Shocksquatch moaned out while closing his eyes as he braced himself.

As soon as Beast Elfman collided with Shocksquatch the two of them went crashing through the wall and back outside. However that didn't stop there as Elfman latched onto Ben and keep running with his body in tow as he and Ben smashed through another wall and then another before they finally stopped when Elfman lifted and threw Ben into a water fountain as he landed face first into it.

With shacking hands Shocksquatch lifted himself up just in time to see Eflman charging at him again.

"Jeez this guy is relentless when his sister's on the line." Ben thought before he performed a tuck duck and roll as he avoided Elfman's swinging arm before righting himself back up.

"I don't know you could be so vicious in a fight Elfman." Shocksquatch commented so he could catch his breath for a moment.

"A real man will do anything for his dear sister and won't let anyone stand in his way of saving her." Beast Elfman remarked while clenching his clawed fist.

"I can respect that." Shocksquatch honestly replied before taking on a serious expression. "But not when you're being manipulated, so I'm sorry to say that I'll have to take you down so I can move on."

"If you think you can then go ahead and try." Beast Elfman challenged.

"Fine but just remember that you asked for it." Shocksquatch said before he tapped the Omnitrix dial and was enveloped in a green flash of light that momentarily blinded him.

When the light died down Elfman came face to face with what looked like a green crystalized human golem with a skin tight suit, yellow eyes and a muscular form.

Diamondhead charged forward and reared his arm back to punch Elfman but the Takeover wizard raised his forearm to block, but what he didn't expect was for Ben to suddenly stop his punch and then quickly rear it back and then swing it forward to nail Elfman in the stomach.

"Uhhh" Elfman groaned out as he hadn't expected him to use a move like that. Before he could react Diamondhead delivered a jab to the left side of his face before kneeing him in the chest and then following it up with a strong uppercut that decked the underside of his jaw and actually made his body lift of the ground from the force before he fell on his back painfully as he felt like he was starting to see stars.

"Before he could even try to get up, he felt his feet being grabbed and looked down to see Diamondhead grabbing him by the ankles before he pulled him forward and then began to swing him around and around like if he were the blade of a fan before he let go and he was now the one sent flying straight into a tree that his body crashed through before stopping at the ground as he felt his whole body starting to ache.

The Takeover wizard got up with difficulty before he saw Ben walking towards him.

"Sorry Elfman but I don't have more time to waste." Diamonhead said before he raised his fist and then struck the ground, leaving Elfman confused by his action.

He got his answer when he felt the ground beneath him shake before large green crystals like the ones Ben's form seemed to be made of suddenly seemed to sprout from the ground and envelop him in what became a large crystal cocoon that only left his head exposed the rest of his body was buried in the crystal cocoon.

Beast Elfman tried with all his strength to break free but he couldn't even get them to budge. He turned to see Diamondhead in front of him now as he raised left hand which grew bigger and formed a large hammer.

Elfman saw that he was beaten and lowered his head in shame at failing his sister before he looked up at him again. "Promise me you'll save her." He said almost in a whisper like tone.

Diamondhead nodded. "I will, and everyone else too." He said before raising his hammer and striking Beast Elfman's exposed head which clearly gave him a concussion as he fell unconscious.

The dial suddenly flashed red and he reverted back to Ben who looked at Elfman solemnly before turning around and running into town again.

Back at the Guild

Makarov could only lower his head at reading the latest results.

Alzack vs Freed: Winner Freed

Ben vs Elfman: Winner Ben

Evergreen vs Warren vs Max: Winner Evergreen

Bickslow vs Laki vs Nab: Winner Bickslow

Freed vs Reedus: Winner Freed

Once the results of the Fairy Tail battle were shown on the Guild entrance, Gajeel, Natsu, and Makarov were paling at the scene. It seems that the Thunder Tribe were stepping in to weed out the stronger weaklings, wiping the floor with them. Now all that was left was Gray and Ben, and this wasn't the good news.

Makarov sweat dropped at this, "Only Gray and Ben are left?"

Happy flew in, as he shivered, "But that's a good thing, right? I mean, Gray's trained by one of the strongest Ice Mages in Earthland, and Ben's a practical S-Class on our hands."

"That may be so, but don't forget: those three are facing against three S-Class Mages," Neb gulped.

Finally, Natsu had enough, as he roared out to Gajeel, "What the hell's your problem?! You're just faking on getting out of here!?"

Earlier Gajeel attempted to leave the guild when Makarov assigned him the duty of assisting Ben in fighting Laxus, which he was more than happy to do since he still wanted to pay him back for that beat down he got and for what he did to Juvia at the park. Unfortunately to his own confusion he found his face slamming against the barrier as it said he couldn't pass due to not meeting the requirements.

This way crazy there was no way in hell he was over eighty years old and didn't know it.

Gajeel blew up, as he shouted back, "Don't throw me in with ya, you idiot! For all I know you're faking it more than me!"

"You wise ass! If it weren't up to us now, I'd kick your butt right here and now!" Natsu spat out. Suddenly, they heard Makarov fall to his knees, and turned to see him. But both dragon Slayers saw Makarov, slumping in defeat, as a dark aura was above his head. Natsu blinked, as he asked, "What's wrong with you, Gramps?"

"I just realized… you two are the only ones left to try and win this," Makarov sighed. "And you can't even leave the Guild. We're doomed…"

Happy flew up in frustration, as he cried out, "Hey, Neb and I are members of Fairy Tail! What about us?!"

Neb folded his arms, as he spoke up seriously, "I don't think we count. We're not Mages. We're talking cats that can fly; I don't think Laxus would see us as threats."

A huge sigh awoke the room, as they spotted Natsu walking to the stage, as Gajeel asked, "What the heck are you doin', flamehead?"

Natsu stopped, as he turned to face them all, "I'm gonna wake Erza up so she can fight." He then turned away, as he groaned, "Though this stinks, cause I wanted to show her up for once."

This got mixed reactions, or rather, the same reaction, as all minus Gajeel gaped in fear and terror, as Natsu hopped on the stage, walking over to Erza. They all raced after him, as Makarov spat out, "JUST WHAT THE HECK ARE YOU GOING TO DO, BOY?!"

Natsu's hands lit on fire, as he shrugged, "I'm gonna melt the rock off her body."

"NATSU, SHE'S NOT COVERED IN STONE, SHE IS STONE," Happy shouted out, flying around hysterically.

Even Neb was going crazy, as he shouted, "YOU CAN'T DO THAT; YOU'LL ROAST HER ALIVE!"

"This is madness, even for you," Makarov shouted.

But Gajeel thought about it, and shrugged, "I'd say it's worth a shot."

The three looked at him in question, as they shouted, "WHAT?!"

Natsu smirked, as he brought his hands to Erza, "Well, two against one."

"THAT'S THREE AGAINST TWO, YOU MORON!" all three of them shouted.

"Just be careful where you put those hot hands of yours," Gajeel advised.

Makarov and Neb turned to him, and shouted, "This is no time for puns!"

Natsu chuckled, as he looked to Erza's body, "Nehehehe. It's roasty-toasty time, Erza. Hope you like a good hot wakeup call." Suddenly, as Natsu's hands were closing in on Erza… a small crack appeared on her forehead. Immediately realizing it wasn't gonna work, Natsu backed off, as he frantically apologized, "GAAAAAAAAAH! I'm sorry, Erza! I didn't mean to crack you up like this!" He then looked to the others, and screamed out, "Get some glue! Rubber! Cement! Anything!"

Happy waved his arms around like crazy, as he frantically didn't know where anything was at that moment, "Do we even have that stuff or not!?"

Gajeel groaned, as he morphed his right forearm into his Iron Dragon Fist, as he shoved Natsu aside, "Better let me take care of this. If she's crackin' then it might mean it's just an outer layer. I'll smash her open."

"AND WHAT IF SHE SHATTERS INTO PIECES, GAJEEL," Neb questioned frantically.

"I meant we're gonna use my iron and his fire to weld the cracks back together," Gajeel stated.

Happy shouted, "That might work."

But then got clonked on the head by the Omni-Tool in its baton form, as Neb shouted, "SHE'S A WOMAN, NOT A CAR, YOU IDIOT!"

"ERZA, NOOOOOOOOO!" Makarov pleaded for Erza's life.

Suddenly, the cracks were spreading all over, as the boys were running around frantically trying to prevent Titania from falling apart. Until… the outer layer broke open… to reveal a confused flesh and blood Erza, looking around. The boys stopped their panic attacks, as they blinked at this surprise. "Wha…?" Erza looked around, and then to the others, "What's going on?" She then looked behind her and saw the others still in stone. But then she glared at Natsu and Gajeel, as she gave them a kick that sent them flying off the stage, "AND WHY THE HELL WERE YOU CRYING TO COOK ME, YOU IDIOTS?!"

But suddenly, Neb and Happy glomped on her, as Happy cried out, "Erza, you're okay!"

Neb hopped off, as he looked to her and then the other statues who weren't reverting, "But how? And why only you?"

"I'd like to know that myself," Makarov asked, quite relieved that Erza had broken out of the spell.

Erza, while holding Happy, was equally confused as well, "I'm not sure myself…" But then she put her hand lightly on her right eye, "Although, if I had to guess…"

Then it hit the Guild Master with the truth, "Of course. Her artificial right eye. Somehow it must have weakened Evergreen's spell long enough for her to break out."

Natsu groaned, as he and Gajeel got up, and asked, "Hey, Erza. You know what's going on out there, right?"

She looked to him, and nodded, "Even though I was in that state, I could still hear what was going on. But I'm unaware of the situation."

Suddenly, the entrance of the Guild lit up with another message, as Gajeel read it out, "Looks like the next fight's about to begin."

"Who is it this time," Happy asked. But once they saw the message, Happy paled in fear, "GAAAAAH!"

Even Erza did as she gulped, "Oh no…"

"It's Ben vs…" Makarov read out, and the sweat dropped, fearing the situation the poor boy had run into. "…Evergreen."

Three minutes earlier back in town

Ben ran through the streets of Magnolia heading towards the Cathedral where Laxus resided. After being forced to fight Elfman and beat him down, he was feeling angry and pummeling Laxus would be just the therapy that'd cure him of his angry mood.

"When I get my hands on Laxus, I swear I'm going to give him a beating so intense that he'll rather stare into the face of Toepick than go mess with me again." Ben said to himself through gritting teeth as he ran a corner and made a right when he suddenly heard something.

"AHHHHH!"

Ben skidded to a halt at hearing the sound of a guy screaming. He looked around him and made a right from where he believed the scream came from. He noticed that the citizens where more noticeably absent in the area he was heading to meaning that the commotion had driven them away which was fine with him. When Ben made another right turn around a corner he froze for a moment at the sight that laid before him.

There in front of him was Warren and Max who were both turned to stone and had scarred expressions as they had their arms crossed in what had been a futile attempt to shield themselves.

Ben narrowed his eyes before slowly taking out a pair of sunglasses he had taken from a random citizen and placed them over his eyes. He didn't have to guess who had done this and that they were still nearby. He had heard from Makarov about the female member of the Raijin Tribes abilities and that eye lenses would provide protection from her petrifying gaze.

"Come out Evergreen, I know your still here." Ben almost commanded in an impatient tone as his eyes trailed his surroundings for any signs of the female.

"Giggle" A feminine like giggle suddenly sounded off.

Ben didn't move at first but then he slowly turned his head and looked up on the roof of one of the houses to see Evergreen who had a fluffy fan hiding her face but despite that Ben could tell she had an amused smile on her face.

"Well, well, if isn't the Legion of Fairy Tail." Evergreen tittered. "You came all this way just to find little ole me?" She tossed her head back in a vain matter. "I'm touched."

Ben narrowed his eyes behind his sunglasses at the light brown-headed woman. There was no doubt in his mind that she was an attractive young woman like the rest of the girls in the guild; however, her vanity combined with her actions at the contest was a quick turn off for the Omnitrix bearer. Besides she wasn't his type, he preferred a girl who was more friendly, respectful of others that aren't bad and not so stuck up. The latter was his the main turn off for him.

"You're Evergreen, right? I remember seeing you at the Miss Fairy Tail contest... before you ruined it by turning the other participants to stone." Ben said with annoyance in his voice as he had been enjoying the contest and felt bad for poor Lucy who had been the last competitor who had been rudely interrupted and had her performance ruined.

Evergreen smirked and held her fluffy fan over her mouth. "Indeed I am. But you may address me by my more accurate title: Titania, the Fairy Queen."

Ben cocked a brow, bemused. "Titania? Umm I think you must be mistaken, because everyone in Fairy Tail calls Erza Scarlet by that title."

Despite the lower part of her face being covered by the fan, Ben could easily see the sour expression that crossed Evergreen's facial features, her eyes were especially a dead giveaway as he saw them darken. He quickly summarized that this woman must have something against Erza.

"That tomato-stained tramp isn't worthy of the title, Titania." Evergreen hissed. "I am more beautiful, intelligent, and powerful than she is, which I proved when I turned her to stone." After her boasting, she turned her bitter gaze down to Ben.

Ben looked to her with a deadpan expression. "Just cause you got a lucky drop in on her doesn't mean you're better than her." He remarked before smirking. "If anything it just shows that you likely can't beat her in a head on fight."

Evergreen released a low growl that went unheard before glaring at Ben with dislike. "Well then I'll just have to prove you wrong by beating you, after all a fairy queen is superior to a legion of fairies."

"Hey I'm a called a Legion because I'm practically a one man army, not because I lead an army of fairies. As for you Evergreen, you're clearly deluding yourself if you think you're a queen." Ben shot back.

"Why you…." Evergreen growled. "I'll enjoy turning you to a statue, you'll look nice in a corner of my living room along with the rest of those I already turned." She said the last part with amusement and delight.

"You seem pretty confidant, but those worry lines tell another story." Ben retorted with a snicker.

"What?!" Evergreen screeched, before pulling out a compact mirror and looking at herself worriedly.

"However, that pimple is the real issue." Ben jibed snidely.

"Pimple?!" Her voice cracked slightly in fear as she looked closer.

Ben frowned and shook his head. "Man, how vain can a person get? And you really think you're worthy of being called, Fairy Queen? I think you need to get real."

Realizing that she was being tricked, Evergreen gritted her teeth and glowered at the teen hero. She then smirked and resumed her confident demeanor.

"It'll be a real pleasure turning you into stone along with the rest of those harlots and weaklings." Evergreen proclaimed spitefully.

"Oh yeah, by the way," Ben glared angrily up at the so-called 'Fairy Queen' and placed his right hand over the Omnitrix, "you need to change them all back right now…or else."

"Or else, what?" Evergreen challenged with a smug smile.

"Or else THIS!" Ben activated the Omnitrix, selected the Diamondhead icon, and slapped down the core.

In the wake of the emerald flash, Ben had definitely not transformed into Diamondhead. Standing in Ben's place was a six-foot-tall creature with yellowish-brown skin, a tan underbelly, and broad shoulders. Scattered across its arms, chest, and back were green eyeballs consisting of different sizes while its face lacked a pair of eyes but had a mouth with a large pair of bat-like ears over it. It wore black pants with green cuffs on its wrists, knees and ankles. The Omnitrix was on a green and white belt strapped to its waist.

One glance at his body brought and an incredulous look to his eyeless face. "EYE GUY!? ARE YOU KIDDING ME?!"

Omnitrix Encyclopedia

Opticoid A.K.A Eyeguy

Eyeguy is the Omnitrix's DNA sample of an Opticoid from the planet Sightra.

Their planet is found within the Orion Galaxy which is a planet that is considerably further away from its sun. Due to this their planet has a cool climate and goes through occasional winters while having less sunlight during the day.

Eyeguy's multiple eyes on his body provide him with a full 360 degrees of vision that eliminates any blind spot. His bat like ears give him enhanced hearing for detecting even the gentlest footsteps and his eyes also act as his main weapons. He is capable of firing fire, ice or green laser like beams from one to all the eyes on his body. He possesses enhanced strength and due to his great vision also has advanced reflexes due to always being aware of his surroundings at all times. He is able to combine the any of the eyes on his body to form a much larger eye on his chest which he can use to fire a much larger and stronger blast. He can even stretch out his large eye.

One of their many weaknesses is their sensitive hearing to high pitch noises and their eyes being sensitive where if they become irritated then he becomes blinded until they're well again. He is therefore vulnerable to anything that can irritate his eyes like sand, powder, flashing bright lights or other things as such.

"OH C'MON!" Eye Guy yelled, frustrated. "Even in this crazy magic world, the universe still likes to screw with me?! This is the worst match up for someone that can turn me to stone by making eye to eye contact! This is without question the worst alien you've given to fight an opponent since turning me into Ripjaws when I was in the middle of a freaking desert!" He then threw away the sunglasses that were still on his face since they were now useless since Eyeguy didn't even have eyes on his face and that if he changed form then they'd be useless due to his alien's sizes. "I REALLY hate you sometimes Omnitrix." He mumbled the last part to himself and said device.

Evergreen chuckled. "I was told that you were quite formidable in battle, but I see now that is not the case." She grinned sadistically and reached up for her glasses. "It was foolish of you to turn into a literal eye sore of a form!"

"Hey Hey Hey! Only I do the eye puns around here…oh wait…" Ben trailed off when she saw Evergreen pulling down her glasses. He panicked and quickly shut every single eye on his body. "I'M NOT LOOKING! I'M NOT LOOKING!"

"That's too bad; otherwise, you would've seen this coming… Fairy Ray!" Evergreen summoned a yellow magic circle, which shot out multiple beams composed of gold light and dust.

The rays struck Eye Guy and sent him hurdling through a coffee shop's wall and into the front counter. Thankfully, the business wasn't full, but the few customers and employees inside were quite surprised and dumbfounded to see a monster completely covered in eyeballs crashing into the store. Eye Guy groaned as he opened the eyes on his arms to view the sideways and sat up from the wooden debris of the wrecked counter.

"Man…I have got to watch out for that." He commented.

As he stood up, he noticed the shop's customers and waitresses gawking at him with open jaws and wide eyes.

"Uh…" Eye Guy held up his hands in a placating manner, "It's alright. I'm from Fairy Tail."

"That's not gonna help you." A middle age man deadpanned. "You're guild's quite infamous for wrecking things…"

"Don't worry. I'll fix this later, but you should all clear out now." Eye Guy sprinted out from the coffee shop and back into the street. However a second later he ran back inside the store.

The middle aged manager blinked at his return. "What now?"

"Just wondering, but you wouldn't be happen to be interested in increasing your shops business by including a very delicious beverage to your menu would you?" Eyeguy said while rubbing his hands excitedly.

"Huh?" The manager could only blink.

Suddenly as if realization hit Ben he shook his head. "Never mind, we'll talk later after I save the day like usual. Now if you'll excuse me I got a stuck up woman to take down." He said before running out the store again to face Evergreen.

The people in the store could only blink at that before one of the customers turned to the owner in confusion. "Do you know what that was about?"

"Not a clue." The owner said before turning around to write up the bill for Fairy Tail.

Eyeguy ran back to where he stood as he squinted one of his eyes open to see that Evergreen was sitting on the edge of the same building, with her legs crossed and swinging it while smirking down at the Omnitrix hero, her eyes had her glasses back on and Eye Guy gnashed his teeth in anger. "Okay, now it's my turn!"

He bent his knees and jumped toward Evergreen, powering up the eyes on his arms and shot out multiple green rays. Four fairy-like wings appeared from behind Evergreen's back, which she used to agilely leap back and avoid the beams. A dust cloud was thrown up as parts of the building's façade blew apart.

Evergreen gracefully landed on the other side of the roof. "Too slow…" she mocked "Now, be a good eye monster and turn into stone." She reached up for her glasses to use her Stone Eye, but Eye Guy spotted her just in time.

"Not gonna happen, Miss wannabe Fairy Queen." Knowing that Eye Guy was a handicap in this situation, he slapped the Omnitrix dial on his belt, hoping he got a better alien but then again there couldn't be a worse form than Eyeguy for this kind of opponent… unless he ended up as Ripjaws and became dried out on the floor… chocking for his life while Evergreen stood above him getting ready to… NO! Must not risk jinxing it, by thinking about it.

After another emerald flash, Eye Guy was replaced with… "Ampfibian!"

"Okay now this is more like it." Ampfibian said in satisfaction before he shut his eyes, held up his four tentacles, and fired lightning at his opponent. Evergreen swiftly jumped up in the nick of time to avoid the electric attacks. Gold light illuminated off her body as she flew away with Ampfibian tailing behind her, flying over various streets and rooftops.

"Coward! Get back here!" the Amperi demanded, annoyed.

"Hmm…a jellyfish with lightning powers?" Evergreen noted thoughtfully, looking back. "It appears the rumors are true. Your Take-Over forms, though bizarre, are quite impressive; more so than that oaf, Elfman's."

"You haven't seen what I'm really capable of yet." Ampfibian retorted before he fired four more lightning bolts at the aerial woman who flew up higher and dodged them.

"Nice try but without the use of your eyes, your completely at a disadvantage." Evergreen mocked before she suddenly yelped and ducked under a lightning shot that almost struck are head. She narrowed her eyes at the sudden move and how his attacks aim was accurate for someone that didn't have their eyes open. "He must have better hearing in this form and is following my voice. In that case."

Evergreen maintained silence as she silently hovered in the air. She saw her opponent remain on guard but otherwise had stopped attacking as he seemed confused on his opponent's whereabouts. She smirked at this and flew around him and then charged up her attack before she silently fired her Fairy Ray to her enemy's backside.

However what happened next surprised her entirely as Ampfibian dodged her attack by ascending before he quickly turned around and fired 4 more lightning bolts that struck a disbelieving Evergreen who was too stunned by what she saw to avoid in time as the attack struck her.

"Ahhh!" Evergreen yelled in pain as she felt her body get shocked as she began to fall out of the sky before she righted herself back up into the air, facing the blue jellyfish.

"Surprised by my actions?" Ampfibian remarked sarcastically with his eyes still closed but despite that his head was facing her exactly where she was hovering.

Evergreen said nothing for a moment as she silently circled to the left but to her surprise she saw him turn his head to where she was going. "Impossible how are you able to track my movements without sight or sound!?" she said in confusion since there was no way he was using a sense of smell to track her. His form didn't even have a nose… at least not one that she could see.

If Ampfibians eyes were open they'd be narrowed in amusement. "There's more than one way to track someone besides using the 5 basic senses."

What Ben didn't tell her was that as Ampfibian he could detect and sense the electromagnetic impulses of her brain every time she thought or moved. This was another skill he had learned to use from constant training in his forms.

Although he still couldn't read minds without connecting his tentacles to someone he had learned to use Ampfibians senses on a better level. It was hard to explain what it felt like exactly but if he had to venture a guess, it was like he was seeing nothing but pitch black, while seeing small blips shaped liked spheres with lightning around them all in his surroundings. True he couldn't see anything to make out structures that didn't have electricity but that was no problem since he was fighting in the air where he didn't have to worry about crashing into anything.

Evergreen growled at hearing this as she didn't understand what he was saying.

Ampfibian crossed his four tentacle arms at the so-called 'Fairy Queen'. "You know for someone who calls herself the true Titania I was expecting you to be doing better but other than forcing me to keep my eyes shut, I'm not impressed yet." Ben remarked.

He aimed his tentacles and discharged another round of lightning attacks. Evergreen, however, was quick to dodge the electricity. The duo came to a stop over a small castle-like building and hovered over a large balcony.

"You're lightning can't even compare to Laxus's!" Evergreen exclaimed, floating in front of Ampfibian with a confidant smirk. "But that's to be expected. No one can match him."

"We'll just see about that. After I'm done with you, he's next on list of people who I'm going to kick their ass. Either unconscious or with broken bones, he's going to learn not to mess with me or my friends." The teen hero declared strongly.

Hearing Ben's threat to Laxus brought a sour expression to Evergreen's face. "Is that so? How could you possibly hope to defeat someone as strong as Laxus when you'll end up as a statue?!"

The self-proclaimed Titania acted quickly and charged up an attack. She waved her arms in front of her and fired a bombardment of yellow energy needles from her body. "Fairy Machine Gun: Leprechaun!"

This time around, Ben was prepared and turned his body intangible. The attack went through Ampfibian, shocking Evergreen, and struck one of the castle's towers. The brick instantly crumbled from the blasts as the tower collapsed into a pile of debris and dust.

Ampfibian, though his eyes were closed, could tell what had happened. "You're gonna have to pay for that, yah know." He deadpanned.

Evergreen ignored the Omnitrix hero and summoned another Fairy Ray attack. Ampfibian became intangible and then vanishing from sight when he dived down into the ground below.

The Fairy Magic user gritted her teeth and looked around anxiously. "Where are you? I never expected you to run from a battle, Mister Legion of Fairy Tail. I thought you were stronger than that. I guess you truly are-"

Evergreen was caught off when Ampfibian suddenly appeared from behind and wrapped his tentacles around her. "If you didn't talk so much you would know that I was right behind yah, Miss Titania wannabe." He retorted, and then electrocuted her.

"AHHHHHH!" Evergreen cried out in agony from the electric onslaught.

Ben made sure he kept the voltage down to a minimum; after all, he didn't want to kill Evergreen much less cause permanent nerve damage. As vain as she was, she's still a member of Fairy Tail. He just wants to knock her into submission for turning the girls, especially Juvia, into stone statues.

Ampfibian ceased his attack and ungraciously dropped her onto the stone floor of the castle balcony. She lay on her front side with trails of smoke billowing from her. He floated down to her, keeping a wary tentacle over his eyes in case she tried to use her Stone Eye.

"Had enough?" He asked.

Evergreen was unresponsive and Ben figured that he had won. Then, he started hearing incoherent mumbling coming from her.

"Huh…what'd you say?"

Amazingly, Evergreen slowly pushed herself up despite the pain she was in. "I said…" without warning, a trail of golden dust circled around Ampfibian. "Fairy Bomb: Gremlin!"

Suddenly, the dust ignited into a powerful explosion. Ampfibian cried out from the unexpected attack, having no time to go intangible. The lightning-powered jellyfish lost his concentration and fell to the rooftop. He let out a painful groan as a smoke trail wafted off his body.

The Amperi placed a tentacle over the part of his face where his forehead would be. In spite of the pain, this form was quite durable and recovered from Evergreen's attack. Ampfibian was about to float up until Evergreen stood above him. Her fairy-inspired attire was ripped and burned in places, exposing her bruised skin. With her spiked up hair and pissed off visage, she looked quite frightening.

"I've had enough! After I turn you into stone, I'll shatter you along with the rest of those tramps!" Evergreen stated.

If Ben had a mouth, right now he'd be gnashing his teeth together in fury. Before Evergreen could use her Stone Eye on him, the Omnitrix wielder phased through the rooftop. He appeared a few meters behind the fairy woman, and although he had a tentacle over his eyes, the aura emitting from him was a bit nerve racking.

"You can make any threat you want against me." Blue electricity sizzled off his body, making him glow brighter. "But if you bring harm to Juvia or any of the other girls, you won't enjoy the outcome. That's a promise."

Evergreen took a cautious step back from the growing electricity, but regained her bearings. "Oh? I must say, you do have guts. I suppose Makarov had a reason for promoting you to S-Class. Let's see if you can live up to your promises!"

"Fairy Machine Gun: Leprechaun!" a barrage of gold dust needles fired at the Amperi. He became intangible and let the projectiles phase through him.

"I can't win if I have to cover my eyes every time she tries to use her Stone Eye." Ben thought. "There's gotta be some way I can beat her without having to worry about…"

Ben stopped in mid-thought when the solution suddenly popped up in his mind. "Damn. I'm such an idiot! I should've used this from the start."

Once Evergreen's attack ceased, Ampfibian's body became tangible again. With his eyes still closed, he gave his ultimatum. "Evergreen, you can surrender now and no one gets hurt. If you don't, then I can't make any promises."

"Pft," Evergreen scoffed. "What do you take me for? I am the Fairy Queen! And a Queen does not submit to weaklings like you! Fairy Ray!"

"Don't say I didn't warn yah." Ampfibian slapped the Omnitrix dial and, in a flash of green, took on another transformation. The golden dust rays struck the roof, throwing up a cloud of smoke and obscured Ben from view.

Evergreen took on a stance and stared hard at the dust cloud. She kept her hand near her glasses ready to use her secret weapon.

Unexpectedly, an animalistic grown emanated from the dust cloud. Evergreen was slightly surprised when a car-sized dog covered in orange fur jumped into view. It had three gill-like slits on each side of its neck, razor sharp claws, and black lips. However, the most peculiar thing was it possessed no eyes. The Omnitrix dial was on a green collar around its neck.

Wildmutt let out a series of snarls and growls at Evergreen and seemingly glowered at her. The fairy woman placed a hand on her hip and huffed. "I must say, I'm less than impressed by this… grotesque form. I thought the mighty Legion of Fairy Tail would have more awe-inspiring Take-Overs up his sleeves." She sighed in fake disappointment and held her fan over her mouth. "I was mistaken. Now, be a good mutt and turn to stone."

She pulled down her glasses and activated her Stone Eye. However, Wildmutt remained unaffected; needless to say, Evergreen was stunned.

"W-w-what?!" Evergreen stuttered in disbelief. "How?"

Wildmutt growled and charged straight for the brunette. Lost in her shock, Evergreen narrowly escaped a paw swipe by diving out of the way. Her fairy wings appeared and used them to levitate in the air.

"Fairy Combination: Dust and Orb!" Evergreen produced a thick cloud of fairy dust around Wildmutt, intending to blind him while she charged at him with an orb of golden light forming between her palms. But this kind of attack was useless against a Vulpimancer.

Wildmutt opened up his neck slits wider, letting in a plethora of various scents that created an image of the outside environment for him to see. He easily spotted Evergreen coming at him and jumped forward to avoid the incoming blow. A gaping hole in the roof was created from the explosion.

Evergreen returned her gaze to Wildmutt, who was on the opposing end of the building with what appeared to be a cocky grin on his face. The fairy magic user growled, infuriated. "Why you! How dare you make a mockery of me, you hideous creature!" she yelled.

"Fairy Machine Gun: Leprechaun!" Another round of gold needles fired straight for the Vulpimancer.

Wildmutt nimbly leaped in the air above the bombardment. He slapped the Omnitrix dial, which engulfed his body in another green light. The collar vanished as four spikes sprung out from the dial's rim.

Evergreen was taken by surprise as a large, maroon paw slammed into her left side, sending her careening across the roof platform. She laid on her right side, grunting painfully from the unexpected hit. She slowly opened her eyes and looked up. When her vision refocused, a shocked expression spread over her visage.

Standing before her was a creature similar to Ben's previous form, only it was larger, more muscular and its fur was a maroon-red. It had four huge grayish-white spikes running down its back that overlap. These spikes start out as a shark-like fin at the head and rises almost into an arc over the back, tapering near the rump. It also had a long tail whose tip has a horn, resembling a scorpion stinger. The evolved Omnitrix symbol was positioned proudly on its chest.

"Ultimate Wildmutt!" Ben shouted in a deep, raspy voice.

Omnitrix Encyclopedia

Ultimate Wildmutt

After going through evolution Wildmutt has gained increased intelligence allowing him to speak in human. His body is reinforced with stronger muscles and bones that are on his spine. He maintains his animal instincts and abilities to run on all fours, use his sense of smell and gills to be aware of his surroundings. Also he is able to fire the spikes on his back as well as the stringer on his tail which contains a toxin that causes loss of balance and blurry vision. As Ultimate Wildmutt he has greater strength, endurance and can leap greater lengths.

Evergreen gawked as she began to nervously sweat. She remembered what she said earlier about this form not being impressive, and immediately took it back; especially now that Legion had somehow enhanced its power and changed its appearance.

The self-proclaimed Fairy Queen sat on her butt and crawled back as the evolved Vulpimancer stalked toward her like a hungry lion. In a last ditch effort, she pulled down her glasses and attempted to use her Stone Eye once more.

Ultimate Wildmutt could 'see' what she was doing and responded, "In case you haven't figured it out yet, let me just spell it out for you. In this form and the one before it, I don't have eyes so your secret weapon won't work on me."

"Crap…" Evergreen mumbled.

The hyper-evolved Vulpimancer stopped a few meters in front of her, staring down at her with his eyeless face. "Personally character aside, you're still a member of Fairy Tail. If you stop this nonsense now and turn Juvia and the other girls back to normal, I promise I won't harm you any further."

Evergreen was anxious until a devious idea entered her mind. She smirked and chuckled, confusing Ultimate Wildmutt.

"You're being a little naive, aren't you boy? I'll have you know that my Stone Eyes grant me another ability as well." Evergreen mentioned. Ultimate Wildmutt ignored the fairy woman and proceeded forward. "Remote Control"

The Omnitrix bearer immediately stopped dead in his tracks. "No way…"

Evergreen's once confidant demeanor returned, realizing she was holding all the cards. "Transform back and drop to your knees and bow before me. If you refuse, I'll use my powers to tumble your precious little statues and shatter them!"

Ultimate Wildmutt remained motionless for a short, tense moment as Evergreen believed she now had victory in the bag. Suddenly however, an enraged snarl escaped from his black lips as he swiftly sprung forward. Within a blink of an eye, the hyper-evolved Vulpimancer stood above her with his sharp teeth in full display at her face as he let out a hiss like growl as she could begin to see drool starting to form on his mouth. Evergreen's confidant expression instantaneously dropped.

"I gotta say, I'm surprised about you, Evergreen." Ben admitted. "I never would've thought that you'd be the kind of person who would die for their ideals." Ultimate Wildmutt then licked his lips in a hungry like fashion. "You know it's too bad that I didn't get to eat lunch due to you interrupting the contest and Laxus starting this stupid game of his. I'm hungry right now, and in this form, I can barely contain my instincts to devour you in a most unpleasant way. If you do shatter those statues, then there will be no way I can control myself from killing and eating you on the spot." He growled the last part out.

"So then I guess I'll start by sinking my teeth on your throat and torso so you no one will hear your screams for help. Then I'll start shacking you around like a rag doll till your limbs fall off from the pressure applied to your bones, then as your bleeding to death I'll crush your bones and then begin to rip out chunks of your flesh before I leave the remains for the vultures to eat." He said in describing her impending fate in great detail as he slowly opened his mouth wider and wider to take the first bite.

Evergreen blinked comically as she began to tremble beneath the mighty creature. Fearful sweat bullets raced down from her face. Like steam building up in a tea kettle, she couldn't contain her fear any longer.

"AHHHHHH!" a piercing scream echoed out across of Magnolia.

BAAAM!

Evergreen's cry stopped immediately from the loud sound. She glanced to her left to see the horn end of Ultimate Wildmutt's tail embedded into the ground less than an inch from her head. Her quaking body did not let up.

"If you're going to bluff then do it right, toots." Ultimate Wildmutt said, annoyed.

"O-okay," she stuttered. "You win. I'll change them back."

In his mind Ultimate Wildmutt grinned. "Ha and Gwen thought that watching that horror movie would never come in handy for my duties as a hero, if I ever do get back home then I'm so going to rub it in.

At That Moment Back at Fairy Tail

Ben vs Evergreen: Winner Ben

"Yes! He did it!" Makarov cheered in hallelujah.

"I knew he wouldn't lose to that stuck up witch." Neb replied with his arms crossed.

"Then why were you so worried." Happy playfully teased before getting a small glare from the green cat.

"Do you want me to hurt you again?" Neb asked while reaching for his proto tool again.

Seeing this Happy quickly shook his arms and head. "NO!"

"Hey if Ben beat Evergreen then doesn't that mean…" Gajeel began before a sound interrupted him on cue.

They suddenly heard cracking from behind them, as the remaining members turned to the stage. Suddenly one by one, the shells of the statues cracked… releasing the girls from their petrified prisons. Once fully flesh and blood again, the girls looked around, wondering what had transpired moments ago when Evergreen took the stage.

Juvia still in her bikini, lightly held her head, as she groaned a little, "Wha…? What happened?"

"JUVIA!" Neb cried out, as he hopped at Juvia, landing in her arms for a hug, as he sighed in relief, "Man, am I glad you're alright. For a minute there, I thought Ben was gonna have to put you in his front lawn as a bikini-clad lawn ornament."

"LUCY!" Happy cried out as he crashed face first… into her boobs.

A bit startled, Lucy picked Happy up, and looked at him in surprise, "Happy?"

Suddenly, Natsu hopped on stage, as he grabbed both Lucy and Mirajane, swinging them both around in a hug, "ALRIGHT! BEN DID IT! HE BEAT EVERGREEN! WAY TO GO BEN!"

And it was made evident, as the runes on the entrance appeared, as Levy read it aloud, "Battle over: Winner: Ben Tennyson." She blinked, as she asked, "What's going on?"

Neb, while still in Juvia's arms, reported, "Well, you all got petrified into stone statues by that Fairy nut, Evergreen. Laxus used you guys as hostages to force the others in to fighting one another, because Laxus threatened to smash you guys to bits if they didn't fight. But Ben managed to fix that by defeating Evergreen and undoing her Medusa Stare."

Levy and the girls took that all in, as she blinked, "Oh."

But then Lucy blinked, as she looked to Natsu and Gajeel, "Wait. If they're all fighting out there, then why are you two still here?"

Happy pointed out, "Well, Laxus wrote the rule that stone statues and anyone over 80 can't participate. Forcing Gramps to stay in here and watch the fight."

Mirajane took that rule in, and then looked to both Gajeel and Natsu, as she innocently asked, "Wait, you two are over 80? But you both look so young…"

Hearing that, both Natsu and Gajeel shouted in frustration, "NOT THIS AGAIN! DO WE LOOK LIKE WE'RE OVER 80?!"

Mirajane whimpered back, holding her head, as she grimaced, "I'm so sorry, you two…"

"Hey don't yell at her just because you two may actually be senile old men in young bodies!" Neb yelled back as he defended Mirajane who looked to him in gratitude.

But Makarov was smiling, seeing that the others were free. He smirked, knowing full well it was over, "Well, Laxus it looks like you underestimated the weaker members of Fairy Tail. Can't continue the fight without hostages, can you?"

Elsewhere at the Cathethral

The moment the results of the battle were set up, things weren't going alright for Laxus. In fact, he was seething at the utter humiliation of his teammate. Evergreen, his lucky charm, the one person who was holding the cards for this Fight festival to succeed… had failed to defeat a simple rookie who got lucky in becoming an S-Class Wizard. Laxus wasn't taking it too well at the moment, as a vein popped on his forehead, and he seethed through his teeth in anger.

"You failed me, Evergreen," he hissed out, as he smashed his fist onto a pillar. "I put my faith in you to keep from getting beaten. And you couldn't even beat this Tennyson kid. And even worse, I find you're weaker than this Tennyson kid completely."

Albedo shrugged, "I told you putting her in the field was a bad idea. You should have kept her hidden as the last boss."

Laxus whipped around, as he shouted at Albedo, "SHUT THE HELL UP! I DIDN'T ASK FOR YOUR STUPID OPINION ON THIS!"

Albedo shrugged, as he feigned astonishment, "Wow. Scary." He then calmly explained the situation, "You know, my former mentor…" he then groaned a little, "… a detestable and annoyingly self-absorbed fool…" and then returned to normal, "… once gave a lecture called the Heisenberg Uncertainty Principle. It proves that Zero Tolerance; it doesn't exist."

"YOUR POINT BEING WHAT?!" Laxus roared out.

Albedo sighed, keeping his calm, as he finished, "My point is that you can never be 100% certain. Unexpected situations and factors will occur to change your plan. For instance, no one could have been 100% certain that Evergreen was going to win against Tennyson. He's what I've dubbed an Agent of Chaos. So to speak."

"There is some truth to our allies words, Laxus. This Tennyson has proven a powerful foe," Freed appeared, surprisingly calm about the epic fail of Evergreen. "If anything, Bickslow and I should have gone after him. He wouldn't have won so easily."

A moment of silence passed through the building they were in, until Laxus spoke up in an angered yet calm tone, "Freed… why the hell are you here, when you should be out there fighting?"

"Because," Freed stated the obviousness of the situation. "The game is over. Without hostages, we can no longer force the Master's hand in giving up the title of Guild Master."

Laxus whipped around, as he roared out, "This fight ain't over while I'm still breathing."

Suddenly, a bolt of lightning waved between Freed and Albedo, nearly missing them both. But the two shuddered as they felt the electricity dance at them, tingling at them, as Albedo came to a terrifying conclusion, "This Laxus… although a bit hotheaded and seemingly full of himself… if properly angered and motivated… he could become a dangerous opponent." Albedo cleared his throat, as he pointed out, "Then, if I may be so bold as to suggest an alternative in hostages… why not go for your Plan B. After all, that's why you came up with it, am I right?"

Freed was disgusted by that idea, as he knew what Albedo was talking about, "That's insane! The only reason we didn't implement such a thing is because we can't…"

"Go for it," Laxus ordered, as he turned his back to them once again.

Freed couldn't believe what was coming out of Laxus at that moment, as he questioned, "Laxus?"

"If you're not with the program, Freed, then leave," Laxus coldly replied. "In my Guild, I don't tolerate weakness or cowards." He then looked up at the ceiling, as he silently decreed, "It's time to bring out the Thunder Palace."

Meanwhile Back At Fairy Tail

After the girls had all been freed of their petrification, Makarov had brought up all those who weren't aware of the situation up to speed. Erza was absent, as she had raced out to try and help Ben fight against Evergreen. But at the moment, they were told that Ben had defeated Evergreen. Once they had been up to speed, they had voiced their opinions on the subject.

"He called it the Battle of Fairy Tail," Cana questioned. Her disgust had reached a new level, as she huffed, "Yeesh! That guy's full of himself."

Bisca had even learned the news of Alzack's defeat, as she looked down at her hands, "Alzack…"

Juvia sighed in relief that Ben had won the match… but then she paled, as she asked, "Wait. Does anyone know if Ben's alright? What if he's been injured during the fight, or…"

Suddenly, a black and blue blur zoomed in, as between all of them, XLR8 raced in. He stopped in front of Juvia, as his mask retracted, and smirked, "Well, it looks like Evergreen made good with her word after all. Hey Juvia."

Recognizing the Omnitrix symbol on his chest, Juvia gushed out as she raced at him, "You're alright, Ben!" and then glomped on him, hugging him tightly around the neck, as she wept, "I knew that you'd be able to defeat that skank, Evergreen. I was just so worried that you had been hurt!"

The dial flashed, as Ben stood there, being hugged/strangled by her, as he managed to smile, "Ah come on Juvia, you know I'm not that easy to beat. Anyway it's good to see you're alright too." He looked to the others. "That you all are."

Neb smirked, seeing the two friends together, and spotted Happy nearby. He knew the little blue cat was gonna say his favorite teasing phrase… so he beat him to it, "They luuuuuuv each other…"

Hearing that, Happy went frantic, as he shouted to Neb, "THAT'S MY SCHTIK, COPYCAT! GET YOUR OWN COOL CATCHPHRASE!"

Makarov chuckled at the scene, as he spoke up, "At any rate, I played along with this foolish game because you were all in danger. But thanks to Ben, that's no longer in his rulebook."

Mirajane, although relieved, was a bit worried knowing full well what was going on out there, "Master… we can't let this fight keep going. Our friends are still out there…. And my brother…"

Cana nodded, "Yeah, we need to teach Laxus a lesson on this matter. Show him what happens when he messes with his own guild mates like this."

Makarov nodded in agreement, "Oh, don't worry. I'm gonna give that boy a punishment he won't soon forget."

"Please tell me I can join in on that, cause I still owe him for what he did at the park and the guild when it was being reconstructed." Ben almost seemed to beg as he really wanted to vent his anger on the arrogant blond.

"Feel free to join in." Makarov permitted.

"Now hold up, Gramps," Natsu intervened. "I have something against taking hostages, but I'm not up against finding out who's the strongest."

Ben broke from Juvia's hug, as he groaned at Natsu's hardheadedness, "Seriously? You want the fight to keep going just to prove that? You're a lunatic, you know that?"

"C'mon, let's start Round 2," Natsu cheered on while punching the air.

Everyone face vaulted at that idea, even as Makarov shouted, "DON'T EVEN THINK ABOUT IT, YOU NINCOMPOOP!"

"Oh come on," Natsu pointed out, as he smirked. "I mean, this is Laxus we're talking about. Sure he's got a major attitude problem, but it's just his way of blowing off steam. I mean, I can't blame the guy for what happened to him when he was my age."

Ben blinked confusingly, "Wha?"

Even Lucy was a bit confused by that, as she looked to Cana and Mirajane, "What is he talking about?"

The two girls looked to one another, and then Mirajane sadly answered, "Well, a long time ago, before you joined the Guild, Laxus dad, Master's son, was banished from Fairy Tail."

Ben heard that as well, as both he and Lucy looked to her, asking, "What?"

Makarov overheard that as well, as he explained, "Indeed. He was attempting to learn of Fairy Tail's most well-kept secrets and powerful spells."

"Powerful spells," Juvia asked. "You mean like Fairy Law?"

Makarov nodded, "Yes. But the problem was his reasons for learning the spells was more for his own personal gain. So I had no choice but to excommunicate him before he learned them."

Ben blinked, as he finally asked, learning the truth, "And you think that's the reason why he's doing all this? For revenge?"

Makarov shook his head, "It's that… and I believe he feels that his fame of his Fairy Tail status was a result of being my grandson, and not his own skills."

Everyone face-vaulted at that, as Ben groaned, "So it really is your fault. In part."

"HEY, DON'T MAKE ME THE BAD GUY HERE," Makarov cried out in anger and frustration.

While everyone else was having a laugh at this scene, Juvia noticed Gajeel staring at the scene. She walked over to her friend, as she smiled, "This guild is really something, isn't it?"

Gajeel huffed, as he looked to the side, "Well… it's not boring. I'll give it that."

Juvia smiled at her friend.

But the joyous victory was put on hold, as a red skull began to form from the runes on the door. Everyone turned to see it form in the center of the hall, as Laxus' voice called out, "So… you think you've won. Is that it?"

"What the hell do you want now," Natsu shouted.

"Give it up, Laxus," Ben shouted. "I beat Evergreen. You don't have any more hostages to force Fairy Tail to fight each other in your little Darwinishm Dome of Death."

"Maybe so, but because of that, one of the rules have changed to keep the game going," Laxus informed through the skull. "And so I've decided… to activate the Thunder Palace."

Makarov went wide eye, as he exclaimed in shock and fear, "You can't be serious."

"I'll give you one hour and ten minutes to finish the game by finding and defeating me," Laxus announced. "Of course… if you don't think you can win, you can always give me the title of Guild Master and retire early, Old Man." After that, the skull dissipated, as the last sound to come out of it was his laughter that faded just as fast as the skull.

Finally, Makarov's anger reached the peak, as he shouted, "This has gone far enough, Laxus! I WON'T LET YOU INVOLVE INNOCENT PEOPLE WITH THE THUNDER PALACE!"

But then Makarov went limp, as he clutched his left shoulder, groaning in agony. He collapsed on the floor, as the other saw this, as Ben raced over to help the master on his back. Everyone circled him, as Ben looked at the old man in fright.

"Gramps? Gramps, are you okay," Ben asked, trying to get a response.

Mirajane looked in fright, "Oh no." She then raced off, "I'll go get his medication."

"You don't think the old man's gonna kick it, do ya," Natsu asked in worry.

Lucy then bonked him on the head, "DON'T JINX IT, NATSU!" She said in worry herself.

Levy knelt down, as Ben asked, "Is he okay?"

"I don't know," Levy answered in fright.

"Hey, everyone," Mirajane called out, getting their attention. In her arms was a variety of medication, as she pointed to the outside, "You need to look outside everyone. Something's happening!"

Outside

After they left Makarov in the care of Neb and Mirajane, the others raced out to the second floor to see what had frightened Mirajane. And once they got outside, they felt the same fear she had felt. Floating above the city, circling in the sky were large yellow and blue lacrima-based devices. Inside the glass dome were sparks and bolts of electricity bolting lively like plasma on a Tesla coil. They were all encircling all over Magnolia, and for Ben it felt ominously like a doomsday device had been set up. And considering the many doomsday devices he had run into, escaped, blown up or deactivated in his rookie days, this was no way an exception.

Ben sweated in fear, as he spoke calmly, but deep down he was freaking out, "Well, I guess we know what Laxus meant by the Thunder Palace."

No one else said a word as they stared up at the new threat.

Next Chapter: Destroy the Thunder Palace; Beware of the Hidden Beast.