Author Notes:Hey you guys welcome back for another chapter of The Infinity Legion:Fairy Tail here's Chapter 12.

Last time on The Infinity Legion:Fairy Tail the Infinity Legion, Happy and Carla escape Extalia landed on a floating island where they met Happy's parents Lucky and Marl. They stayed at their house for a while. And help around their house. After they all left for the Royal City to save the Fairy Tail wizards.

What is gonna happened now?

Let's find out now!

Don't forget to fave, follow and leave your reviews.

Enjoy!


Music:Fairy Tail Opening 7:Evidence

At the Castle of Faust, Byro, Coco, Hughes, Panther Lilly, and Sugarboy were having a meeting.

Byro chuckles. ''It's as the legends foretold. we have proven beyone a reasonable doubt that the magic the Earth Land wizards possess, comes from within their very bodies.'' he said.

''Hmm. They're much like the Exceed in that regard.'' replied Sugarboy.

''Careful not to inflate their abilities. The Exceeds are far more powerful.'' responded Byro.

''Hmm.''

''Hold on. You mean even that Lucy girl is like that?'' asked Coco. ''She has magic inside of her, too?''

''Indeed, she does.'' answered the chief of staff.

''Then we gotta, like, keep her alive, right, old man?'' asked Hughes.

''She must be terminated.'' answered Faust.

Everyone looked at their King.

''The Exceeds' Queen Chagot has given explicit orders. Any discussion to the contrary is a waste of time and breath.''

''The Queen herself?'' inquired Coco.

Everyone else was quite.

''Then it's settled. We cannot defy the will of the Exceeds.'' stated Sugarboy.

''Man. But this like, such a humungous waste, ya know?'' demanded Hughes.

''However, our technology is lacking at the moment. We have not yet been able to perform a magic extraction from a human body.'' reported Byro.

''So, then what we do with the two Dragon Slayers, sir?'' questioned Panther Lilly.

''Those two are not quite human. They are more of a strange human amalgam. Successful experiments with them could one day deliver us everlasting magic power.'' explained Byro.

Hughes laughs. ''Now, that's cool.''

''Yeah, totally cool.'' agreed Coco.

''Very well, Byro, You have much work to do.'' ordered Faust.

''Indeed.'' bowed Byro.

''And as an added precautionary measure, begin extracting the magic energy from the Earth Land Lacrima immediately.''

''Right away.''

Hughes, Sugarboy, Coco, Byro left the meeting room.

''To think we're gonna have our own magic power. It's gonna rule.'' admitted Hughes.

''Hmm-mm. It is an amazing thought.'' remarked Sugarboy.

''How are gonna celebrate, Sugarboy?''

''Hmm, I've always wanted to conquer magic surfing.''

''Oh, me, too.''

Faust and Panther Lilly was still in the meeting room.

''Is there something troubling yo, Panther Lilly?'' Faust asked the first captain.

''My lord, if I may ask about this recent surge in our armaments...'' he stated.

The King was just starting.

''I see. Please excuse me.'' Panther Lilly got up from his chair and he before his King spoke up again.

''Wait, Panther Lilly.'' called out the King.

The first captain turned to him. ''Yes, my lord what isn't?'' he asked.

''I need you and Erza keep an eye out for those other kids that were with the Dragon Slayers.'' answered Faust.

Panther Lilly nodded and left.

Faust had the same power hungry eyes.

Chapter 12:Code ETD

Lucy was still in her cell. ''It's hard to believe Happy and Carla are creatures called Exceeds. And Exceeds are kinda like angels in the world. They're above the humans. That means their Queen is like a god. She has absolute control over all of it. Her word is never questioned or challenged. She has finally say over who lives or dies in Elodas. One being with that much power. The whole thing is crazy. How could anyone choose to live like this?'' she wondered and recalls the knowledge of Exceeds.

''My. You've done research on our world. And you're very thorough.'' said a familiar voice.

Lucy gasps. Her cell was opened.

And the person who opened her cell was Erza Knightwalker.

''Erza? Is everybody else okay?'' asked Lucy.

''Yes. They're all quite safe.'' answered Erza Knightwalker.

The Celestial wizard sighs. ''What a relief.''

''Your attitude is puzzling to say the least. Do you understand the situation you're in?'' asked the Fairy Hunter.

''It's far from enormous. Yeah, you have a point there.'' answered Lucy.

Erza Knightwalker was quite.

''It's just, you look and sound exactly like the Erza that, I know.'' replied Lucy. ''So, I guess, I automatically let my guard down for a minute.''

''You mean my Earth Land doppelganger?'' inquired Erza Knightwalker.

Lucy responded and answered with a smile. ''And my world, you're one of the strongest and most loyal members of Fairy Tail we've ever had.''

''Is that true?'' demanded the red haired beauty.

''You're powerful, cool, and connected.'' continued the blonde haired beauty. ''And a little scary there, too. But everybody in the Guild trusts you with their lives. You love cake. And you have, like a million outfits that you'll wear. Sometimes it's kinda surprising how girly you can be. One time...'' before Lucy can finished Erza Knightwalker grabbed her and driving out of her cell.

Erza Knightwalker was pulling Lucy across the hall way. Then she spoke up. ''I've heard more than enough. Obviously, I'm not the Erza that you know.'' she stunned. The Fairy Hunter let go of the Celestial wizard and placed near the balcony.

''Please. Listen, you and I aren't enemies. All I am trying to do here is save my friends' lives. Look, Erza, I know you're not the same person. But I also know that you have a heart.'' stated Lucy. Erza didn't say anything. ''You can't be someone that laughs at someone else's suffering.

Erza Knightwalker grabbed the blonde with her spear. ''Shut your mouth!'' she yelled.

Lucy was hanging over the Fairy Hunter's spear over the balcony. ''Please Erza.'' began Lucy.

''I hope you've made your peace.'' reported Erza Knightwalker.

''How could you do this to someone who wasn't even fighting back?'' inquired Lucy. ''The Erza that I know is kind. She'd never hurt a defenseless person.'' she added.

Erza Knightwalker chuckles and smirked. ''I thought I made myself clear. I am not her. I enjoy watching others writhe agony. I've earned my title as the Fairy Hunter. No one has killed more Fairy Tail wizards than I have.''

Lucy had tears in her eyes. ''No, you can't say that. Not with Erza's voice. Not's with Erza's face.''

Erza Knightwalker still had the smirk on her face. ''Then, I'll simply say goodbye.'' The Fairy Hunter releases the Celestial wizard's hold.

Lucy falls and screams.

''Lucy!'' shouted familiar voices.

Lucy looked up to see Ben as Astrodactyl, Rex with Zak, Danny with Randy, Jake, with Kim and Ron, Max Steel with Ladybug and Cat Noir, Jenny with El Tigre, Steven, Star and Marco on Cloudy, Lance, Ilana, Octus, Happy and Carla flying towards. ''Happy! Carla! Ben and everyone!'' she cried.

''Those Exceeds and other people with strange powers.'' responded Erza Knightwalker.

''Hold on Lucy we are coming! squawk Astrodactyl as he and the others flew down to catch the Celestial wizard. Astrodactyl grabbed on her back.

''Thank you so much.'' greeted Lucy.

''That was a close one.'' breathed Danny.

''Yeah.'' nodded Zak.

''Good thing we arrive back in the city just in time.'' replied Kim.

''Yeah.'' nodded Ladybug.

''Hold on where you guys been?'' questioned Lucy.

''After we got away from the tunnel we hide in the Infinity-Rider to figure our next move.'' answered Lance.

''We managed to find Happy and Carla.'' added Octus.

''We fought off the guards.'' added Jake.

''We escape from Extalia.'' added Rex.

''We keep with Happy and Carla.'' added Randy.

''We were find by a cat couple.'' added Cat Noir.

''The male one was angry.'' sighed Steven.

''He's make us work on the field.'' added Max.

''Firewood.'' added El Tigre.

''We so tired after one.'' moaned Ron.

''Yeah tell about it.'' groaned Marco.

''Me too.'' agreed Steel.

Kim, Ladybug, Jenny, Star and Ilana couldn't help but laugh after all the boys were working hard on a farm. ''Boys!''

The team flew up to Erza Knightwalker.

''But why? The Queen. She gave the order. This Earth Land was to be executed immediately.'' stammered Erza Knightwalker.

''The Queen has been rescinded.'' stated Carla.

''I'm sorry. Although you may be an Exceed, you don't have the power to terminate a directive handed down by the Queen herself.'' glanced Erza Knightwalker.

''Looks she takes orders from royalty.''' reported Ladybug.

''Yeah.'' agreed Jenny.

''Me and Ilana are princesses.'' smirked Star.

''Yeah.'' remarked Ilana.

''I respectfully ask that you hand over the girl at once.'' commanded Erza Knightwalker.

''Do you, not know your place? Bow down.'' ordered Carla. ''You are in the presence of greatness here. Of royalty I am the eldest daughter of Queen Chagot. But you may me divine Princess of Extalia.'' she declares as princess.

Everyone gasps.

Erza Knightwalker bows down. ''I beg your forgiveness, your grace.'' the Fairy Hunter begs.

''Uh...'' everyone else had blinked eyes.

''Where is Wend, I mean, where are the two Dragon Slayers players?'' demanded Carla.

''In the basement of the west tower.'' Erza Knightmare answered the white cat's question.

''I command you to release them at once.'' commanded Carla.

''I'm afraid that I can't. I don't have the authority. I'm truly sorry.'' the red haired apologized.

''I won't accept your excuses.'' stammered Carla.

''Yes, it's unacceptable but...'' before Erza Knightwalker could finished.

''Those two are Fallen Exceeds!'' yelled Panther Lilly. As he and his troopers were changing. ''They have been officially banished from the Kingdom of Extalia.

''That doesn't sound good. Do you know who he is?'' Lucy asked Happy and Carla.

''No, I've never seen him before.'' answered Happy. ''All I know is he's gotta be the biggest cat I've ever seen.'' he admitted.

Astrodactyl given Lucy to Happy. ''Happy, Carla take Lucy. Me and the others will hold the soldiers off.'' he commanded.

''Aye, sir.'' chimed Happy as he, Carla and Lucy flew off.

''Finally some action!'' shouted Danny, Zak, Rex, Ron, Jake, Randy, Max Steel, Cat Noir, El Tigre, Steven, Lance and Octus.

''Boys!'' smirked the girls.

They flew towards the balcony and let go of the non flyers and land.

''Give the other worldly people with strange powers!'' glowed Panther Lilly.

The soldiers changed at the heroes and they changed as well.

Ben who turned back to human looked at Rex. ''Hey, Rex let's combine.''

Rex smirked. ''Yeah, alright!''

Ben activated the Ultimatrix and he was replaced by...

''Upgrade!''

The other boys looked at Upgrade and they remember him.

Upgrade walked up to the E.V.O. and begin to merge with Rex. Upgrade 's coloring enveloped Rex's body up to his shoulders, with the Ultimatrix symbol on his chest.

''Sweet this like we fought Alpha back in my world!'' exclaimed the E.V.O.

''I know, right.'' said Upgrade speaking from Rex's torso.

Upgrade Rex changed hit two soldiers with the upgrade version of the Smack Hands.

The others were fighting too. Kim, Ladybug, Jenny, Star and Ilana looked at the Galvanic Mechamorph is amazed.

''What is that form and it can do?'' asked Ilana firing a laser.

''I don't know it does looks cool.'' smiled Star.

''Yeah know.'' agreed Jenny while a laser a soldier.

''He's does look cool.'' smirked Ladybug whiling her Yo-Yo.

''I know.'' agreed Kim while punching and kicking at a soldier.

''That's Upgrade one of Ben's original 10 aliens he has the power to merge and upgrade anything piece of technology.'' explained Zak while hitting a soldier with the Claw.

''That's cool!'' cried the girls.

''I know right.'' grinned Ron while he was punching a soldier with his mystical monkey kung fu battle aura.

''That still so Bruce!'' cried Randy he hit a soldier with the Hydro Hand froze him sold.

''It is Bruce, Randy.'' smiled Jake He shot fire balls at a soldier.

''It will be cool, if he merges with us Steel.'' replied Max as he and Steel were in Turbo Heat Mode release fire a soldier.

''Yeah, it will be cool Max.'' agreed Steel.

''Ben is cool.'' responded Steven as he was throwing his shield at a soldier.

''I know, Steven.'' agreed Cat Noir as he was hitting a soldier with his staff.

''If will be if be merges with you Jenny.'' responded El Tigre as he was slashing a soldier's armor with his sharp claws.

Jenny nodded in agreement. ''Yeah you have a point, Manny.''

''If will cool if we merges with Lance, Ilana and Octus' giant robot.'' mentioned Marco whiling his pressure points on a soldier.

Ilana laughs from her armor.

Lance and Octus just shrugged fired laser at two soldiers.

Upgrade got separated from Rex. He looked at the last soldiers.

''If wanted to see more cool then it's time to Ultimate!'' he yelled.

Upgrade slapped the Ultimate symbol as four spikes popped out. An green light as his evolutionary surge filled through his body. Upgrade became taller and muscular his torso, stripes, and eye are now blue. His head and shoulders have spikes. He legs are now robotic.

''Ultimate Upgrade!'' he shouted in Ben but only deeper. He turned to Rex, Max Steel, and Jenny,. ''Rex, Max Steel, and Jenny, I need you guys hold I'm about to merge with you.''

They nodded. The Evolved Galvanic Mechamorph walked towards them, Ultimate Upgrade's body became more a pile blob-like and oozed all over Rex's Max Steel's torso and Jenny's whole body enveloped and became black with blue circuity and the evolved Ultimatrix symbol on their chests.

Max Steel and Jenny looked at their looks in amaze.

''Whoa, I feel cool!'' smirked Jenny.

''This is so cool, Steel.'' stated Max.

''Yeah, Max.'' Steel spoke from Max's torso.

''It is cool.'' Ultimate Upgrade spoke from their torsos.

''Dude, you manage to merge with us at the same time?'' asked Rex.

''I can merge one piece of technology as normal Upgrade but with Ultimate Upgrade with now I marge with a lot of technology now.'' he explained. ''Okay, alright now finish the job.'' he tells the three.

They nodded. Rex formed the Slam Cannon, Max Steel formed Turbo Spike Mode, and Jenny formed into blasters and they all finished fighting the last soldiers after they were defeated. Ultimate Upgrade split up from the E.V.O., Turbo Charge Hero and teenage robot girl.

''Alright then let's go catch with Happy, Carla and Lucy.''' ordered Ultimate Upgrade.

''Right!'' the Legion said in unison.

Danny grabbed Randy, Jake grabbed Kim and Ron, Rex grabbed Zak, Max Steel grabbed Ladybug and Cat Noir, Jenny grabbed El Tigre, Star and Marco hold on Cloudy, Steven floated, Ilana flew after before Lance and Octus along with Ultimate Upgrade they looked at him.

''I am interest, Ben are full of surprises.'' admitted Octus if in he was his Newton and dad disguises he will smile.

Lance smiled his armor. ''Yeah, you are cool.''

If Ultimate Upgrade had a mouth he smiled. ''If you some else cool.''

Ultimate Upgrade shape his whole body into a battle armor that resembled the Retaliator Armor in Ben 10:Destroy All Aliens movie.

Lance and Octus looked at him again in amazed.

''Alright, let's keep up with the others.'' he told him. He activated his armor mode flight boots after the others. Lance and Octus follow after him.

After our heroes left Panther Lilly and his defeated troops we are back on their feet looked at them.

Erza knightwalker smashes her fist on the floor and breathes heavily with rage. ''How dare they?'' she and Panther Lilly heard the Legion called Ultimate Upgrade Ben.

''The shape-shifting is Ben Tennyson as the one who defeated the Dagon?'' they thought.


The team were flying towards the west tower to save Natsu and Wendy.

''Attention, all soldiers. There are two Fallen Exceeds and the strange people with weird powers escaping with a prison of the court the Fallen are blue and white. Terminate with extreme prejudice.'' announced soldier one.

The Legion finally catches up with Happy, Carla and Lucy.

''You save me thank you.'' greeted Lucy. ''I thought you be angry.'' she said Carla.

''Why about what?'' inquired Carla. ''Because we were the ones who got you captured in the the first place.'' she replied.

Lucy chuckles. ''Well, you made it up by rescuing me, yeah, right, Happy?'' the Celestial wizard asked him.

''I'm so sorry, Lucy.'' he responded.

''Maybe it would be a different story if you hadn't come to get me,'' stated Lucy. ''But forget about that for now. "I'm still shocked to hear Carla is a princess.'' admitted the Celestial wizard.

''I didn't know either.'' mentioned Happy.

''Me too.'' agreed Kim.

''Yeah.'' grinned Jenny,

''Oh, yeah another princess sister.'' exclaimed Star.

''Yeah.'' smiled Ilana through her armor.

''Oh, great another princess.'' moaned Marco.

''Yeah.'' agreed Jake, Cat Noir, Ron, Randy, Max Steel, Steven, Zak, Rex, Danny, El Tigre, and Lance.

''That was just a bluff, obviously.'' explained Carla.

''What?!'' shouted everyone in shocked.

''I knew it was just a bluff.'' said Ultimate Upgrade.

Happy chuckles and looked at Carla.

''Why must you look at me like that Happy?'' she demanded.

''I'm just smiling because that's totally something you'd do.'' he answered.

''Wow, she just called him Happy. That's a first.'' thought Lucy.

''Regardless, we need to focus on the task at hand which is tracking down Wendy and Natsu.'' reported Carla.

''That's so cute.'' teased Lucy with a smile.

''Where are they?'' questioned Happy.

''Weren't you listening? She said they were in the basement of the west tower.'' explained Carla.

''Oh yeah, that's right.'' glanced Randy,

''Remember the plan we saved Natsu and Wendy, we find the King, and found out turned everyone back to normal.'' remarked Ultimate Upgrade.

''Why are you smiling now, Lucy?'' asked Carla.

The blonde starts laughing. ''Uh, it's nothing.''

The team kept flying and saw a tower. ''Is that the west tower there?'' asked Lucy.

The wind was whooshing.

''Hold on what's the sound?''

They turn around to see the Extalia royal guards flying towards.

''Surrender now, Fallen. Escaping is futile.'' scoffed Nichiya.

''Whoa. That's a lot of flying cats.'' stunned Lucy.

''Now, men go.'' commanded Nichiya.

''Yes, sir.''

''We're too exposed in the air like this. Let's get to the ground.'' ordered Carla.

Happy spoke up. ''That's not such a good idea. They're all over the ground too.''

The team looked down to see the whole Royal Army including the four captains. Panther Lilly, Erza Knightwalker, Hughes and Sugarboy.

''That's a lot of soldiers.'' breathed Steven.

''Yeah, I know.'' muttered Danny.

''Lucy, can you use your Celestial magic?'' asked Carla.

''I'm pretty sure this sticky stuff is blocking my powers.'' she answered.

Ultimate Upgrade flew up to her and fired a laser beam to cut the blob off her hands. ''There you free now.''

''Thanks Ben.'' smiled Lucy.

''Your welcome.'' he said.

The Extalia guards was still flying.

''What is the meaning of this?'' demanded Faust. As he looked from the castle with Coco.

''The Extalian Royal Guard.'' replied Coco. ''They've invaded in pursuit of the Fallens. What we'll do?'' she inquired.

Faust had angry eyes. ''Hmm. Initate Code ETD right away!'' he yelled.

Soldiers to start to blow horns.

''We're using Code ETD?'' asked Erza Knightwalker in shock.

''Whoa, I don't believe it.'' stammered Hughes.

Soldiers ready some cannons. ''Number 10 through Number 12, ready.'' reported soldier 2.

''Number 14 and Number 15, preparations complete.'' said soldier 3.

''Number 6 through 9, okay.'' reported soldier 4.

''This is the last of defense in our homeland security arsenal and he went right to it.'' stammered Sugarboy.

''We have to get inside immediately.'' gaped Carla.

''You don't have to tell us twice!'' shouted the Infinity Legion.

''CODE ETD, INITATE!'' screamed a commanding soldier.

Code ETD is activated.


The cannons are start to glowed and fired beams into the sky at the Exceed troops as they were screaming.

''How dare you take up arms against the Exceeds, you lowly humans?'' demanded Nichiya.

''Why would they be firing on them like that?'' wondered Carla.

''What the heck's going on here?'' inquired Lucy. ''I thought that people in Elodas practically workshipped the Exceeds. Is this some kind of rebellion?''

''I don't know.'' replied Octus.

''I'm not entirely sure, but I think it would be wise to use the confusion to our advantage. This may be our only chance to rescue Wendy and the others.'' as she and the rest of the team flew in the castle.

''Aye.'' chimed Happy.

''Yeah!'' shouted the Infinity Legion.

Erza Knightwalker was looking at the team as they flew in the tower. ''The Fallens, and strange people, they've taken away the prisoner. Call for more defenses.'' she ordered the soldiers next to her and walked off to find the heroes. ''Send them to the west tower.''

''Yes, ma'am.''

The cannons were still firing at the Exceed troops.

''You will pay dearly for this, humans.'' gasped Nichiya. ''Defying the Queen will cost your lives.''

The Exceed troops were turned into a giant cat Lacrima and landed on the ground, the soldiers walked away from it.

''It turned the Exceeds into a Lacrima.'' commented solider 1.

''This is not good.'' added soldier 2.

''What was the King thinking?'' asked soldier 3.

''There are no gods in this world.'' responded Faust, angrily.

The soldiers turned to the King as he continued.

''We humans have suffered with scarcity while the Exceeds flaunted their limitless abundance, hoarded their wealth of magic power while we were forced to beg for scarps. It's time to grab what has been kept at arm's length for all these years, to clam our rightful prize, which we have been denied. As of this moments the era of begging and subservience is over. We must fight for the future of humanity. We must rebuild our Kingdom on the foundation of limitless magical power for all humandkind. We must rise up and take what is ours therefore, I am intating Code ETD, Exceeds' Total Destruction. These so called angels shall meet their extermination by our hands!'' he finished.

The soldiers cheered.

''Gotta say. Things just took a very interesting turn.'' grinned Hughes.

''Hmm. It was bound to happen sooner of later.'' admitted Sugarboy.

Coco was looking at the soldiers.

''So, this is the reason we were building up our military.'' glowed low Panther Lilly.

''When we take the power the Exceeds now hold, our Kingdom will have enough to last for generations to come.'' remarked Faust.

''But, your majesty the Queen will definitely launch a counterstrike and they have's such a strong army, I don't we if we will bale to fight them off.'' countered Coco.

''We have the Dragon Slayers with their power, the Exceeds don't stand a chance against us.'' stated the King. ''But we must act quickly if we wish to strike them down. Byro, extract the Dragon Slayer magic at once.''


In an unknown place of the tower. Byro was laughing. ''Now this may tickle a little bit.''

Natsu and Wendy are chained to rocks.

''Your sacrifice will mean a great to our Kingdom.'' said Bryo.


The team make inside the tower and walking down some stairs.

''Things are getting worse by the minute.'' responded Happy.

''Yeah, I know.'' agreed Max.

''Ditto to that.'' replied Cat Noir.

''You have a point, Kitty.'' agreed Ladybug.

''Who knew Elodas was so close to starting a war with the Exceeds?'' suggested Lucy.

''There always are wars.'' said Ben who turned back to human earlier.

''I ended a war before.'' stated Steven.

''Me too.'' added Rex.

''What they choose to do is none of our concern. We have no choice in the matter.'' remarked Carla. ''They can wipe each other cut if they like.''

The heroes keep walking before they can move forward a familiar spear stops them. It was Erza Knightwalker along with Royal Army soldiers. ''This is far as you will be going.'' stunned Erza Knightwalker.

''Oh great is Evil Erza.'' muttered Ron.

''Or Bad Erza.'' added Jake.

''Or Evil Bad Erza.'' added Randy, Marco, El Tigre, Cat Noir and Max Steel.

''Yeah I like that.'' chuckled Rex.

''Guys her name is Erza Knightwalker.'' Danny told them.

''Yeah.'' agreed Zak.

''Oh come on seriously? I thought you had more important things to do?'' asked Lucy.

''Yeah.'' agreed Kim, Ladybug, Jenny, Star and Ilana.

The Fairy Hunter chuckles and sends an energy wave at the heroes. But Danny formed an ecto force field, Steven his shield and Rex used the Party Blocking to block the attack. They stopped shielding.

Erza Knightwalker walks up to them. ''Impressive you just block , my director hit from my magic. And yet you're full of surprises.'' she admitted. ''But not for much longer.''

''This battle is not over yet.'' responded Octus.

''Yeah, we won't let you win.'' added Lance.

Erza Knightwalker continued. ''You see my orders said nothing about taking you alive.'' she grabbed her spear and about to send another blast at the team.

''You may be an alternate version of Erza. But you're gonna to win!'' shouted Ben before he can activated his watch.

Happy change and hit Erza Knightwalker and they both hit across the wall Erza's spear dropped on the floor and the blast destroyed the floor.

Sending our heroes falling. Lucy was screaming she noticed Happy was knocked out cold. ''Happy! Wake Up!'' she cried.

''Sorry, Natsu I tried. I really thought that this time I would be able to save you But I'm so weak. And now it's all over for me.'' said Happy. He starts to remember the times he, Natsu and Ben fight together. ''All the times we spent together, the two of us and Ben, fighting against the odds. Natsu never gave up no matter what and he wouldn't this time either.''

Lucy grabbed him. Carla grabbed both Lucy and Happy.

The flying Infinity Legion members grabbed the non flying ones and flew up.

Ben activated the Ultimatrix and transformed into...

''Big Chill!''


In the basement of the tower.

Wendy was screaming. ''No. No.''

Byro was sucking Natsu's magic out of him. The Fire Dragon Slayer was screaming. ''No!''

''What impressive specimens you both are. The magic power you posses is tremendous.'' said Byro.

Natsu was breathy hardly.

Wendy woke up and gasps at Natsu. ''Natsu, are you okay?'' she asked him.

Natsu opened his eyes. ''Yeah, no matter what they do to us. You can't let them get the best of you, ya got that?'' he asked the Sky Dragon Slayer.

Wendy nodded.

''I know we're gonna make it through this. Don't you dare give hope.'' he stammered.

''Yeah, I'm sure our friends will come to help us. Any minute now.'' she nodded in understanding.

Byro laughs. ''So, neither of you is willing to face reality and know when you've beaten. Is this bull-headedness another part of what makes a Dragon Slayer?'' he went back to suck Natsu's magic again and screams.

''NATSU! NO!'' yelled Wendy.

''Listen to me! You have to stay strong. You can't let them break you spirit, Wendy.'' The Fire Dragon Slayer told the Sky Dragon Slayer.

''I promise I won't.''

''Sounds like a challenge to me.''

''No. Take everything from me. Just leave her alone.'' screamed Natsu.


''Hey, you find them yet?'' asked soldier 1.

''No. Nothing where could they have gone?'' asked soldier 2.

The team was hiding in a supply room.

''As it stands now, we're trapped in here like rats.'' said Carla.

''Yes, we're.'' agreed Octus.

''I'm hate running from a fight.'' stunned Rex.

''Me too.'' agreed El Tigre.

''Same.'' stammered Randy.

''Ditto.'' agreed Max Steel, Cat Noir and Ron.

''I'm tired from running away.'' sighed Star.

''You and both, Star.'' agreed Marco.

''Sometimes heroes have to run away from a fight. Figure out a plan.'' said Ben.

''Yeah.'' agreed Zak, Danny, and Lance.

''We have out our next move.'' responded Kim.

''To save them.'' added Steven.

I'm sure they have a ton of soldiers guarding wherever they have Natsu and Wendy. We probably can't get anywhere near it.'' replied Lucy.

''We came to close, but... Wendy.'' stated Carla.

''It's okay, Carla.'' reported Ladybug.

''Yeah, will saved her and Natsu.'' remarked Jenny.

''We're promise.'' assured Ilana.

Happy was groaning.

''Happy.'' stated Carla.

Happy regain consciousness. ''There's no way we can give up now.'' reassured and grunted in pain. ''We owe it to Nastu to keep on fighting until our last breath. That's exactly what he would do for us. We can still win if we just believe like he does. If we don't honor his fighting spirit and help him, we don't even deserve to survive.''

''Do have any idea what we should do?'' inquired Lucy.


The soldiers were guarding the basement.

Natsu and Wendy were screaming again.

''Please stop don't hurt her.'' begged Natsu.

The guards heard yelling. They turned to see Happy with a bag.

''It's the Fallen. The blue Exceed.''

''Get ready for my poison mist attacked!'' shouted Happy. He unreleased flour around the soldiers.

''Try not to breath it in.''

''That's not poison it's just flour.''

The soldiers saw Happy got away.

''Aw man!''

''Don't let it get away!''

''Don't think so guys!'' the soldiers saw The Infinity Legion behind them and they started beating the soldiers.

Behind the wall Lucy and Carla see the plan working.

''Seems the plan worked.'' assured Carla.

Lucy nodded. She and Carla walked off. ''I really hope. They hold them off.'' Lucy and Carla run off again.

Until they were crashed on the floor. By Erza Knightwalker and her Royal Army soldiers.

''Creating a diversion to draw away our forces is the most predictable strategy you could have chosen.'' smirked Erza Knightwalker. ''Do you honestly take us for complete amateurs?'' she asked.

Lucy and Carla heard Wendy screaming. ''HELP!''

''That's Wendy.'' pointed out Carla.

Natsu was screaming again. ''STOP!''

''What're you doing to them in there?'' demanded Lucy.

''In order for us to successfully execute Code ETD, we must obtain the necessary magic power.'' answered Erza Knightwalker.

Wendy was screaming again.

''No please.'' begged Carla.

Natsu was screaming again. ''LEAVE HER ALONE!''

''You're going to kill them!'' cried Carla.

''We've captured the Fallen.'' a soldier threw Happy on the ground.

''Happy.'' whined Carla.

Wendy was screaming again.

''And with that your devil's luck has completely run out.'' replied Erza Knightwalker.

''Not this time!'' the group turned around to see a very angry Ben Tennyson with an angry Infinity Legion.

''Ben and everyone!'' cried Lucy.

''Please, you have to let Wendy go.'' begged Carla.

Before the Fairy Hunter could hit Carla Happy stood back up and step in front of her. The blue cat was breathing heavily. ''No, I won't. I won't let you hurt Carla not while I'm here. You'll have to kill me first.''

''Happy.'' stated Carla.

The Infinity Legion stared at him as well.

Erza Knightwalker grinned. ''Very well, then, your wish is my command.''

''No!'' screamed Carla and the Legion.

Erza Knightwalker was about to hit Happy with her spear.

Before she could kill him. Something bursts from the walls. The dust was covered everyone.

''What's happening?'' inquired Erza Knightwalker.

The team was gasping as they see two familiar figures in the dust.

''You've got some nerve, lady. You know they're with us. And decided to mess with them anyway.'' said a familiar male voice.

''Anyone would lay a hand hand on our fellow Guild members and new team will be dealt with accordingly.'' said a familiar female voice sounds just like Erza Kinghtwalker's.

''But how? I thought you were gone.'' wondered Carla.

The Infinity Legion smiled and recognized their voices.

''You've made a big mistake. And now you're on Fairy Tail's bad side. You should known better than mess with us.''

Ben and Lucy smiled.

The dust clears from the explosion and reveals Gray Fullbuster and Erza Scarlet.

''Gray! Erza!''

Music:Fairy Tail-Ending 7:Lonely Person


A/N:Well that is for this chapter. I hope you all enjoy it.

I hope all you like Ultimate Upgrade I got his powers from Pizzaronny on DeviantArt he also transformed into vehicles.

Look it like Ben's Anodite couldn't appear in this part but he will appeared in the chapter.

Also I will get working on Ben 10 Ga Kill a Ben 10 and Akame Ga Kill crossover story.

Well that's it for now see you guys in the chapter... Erza vs. Erza. Bye for now.