A/N: Sorry for the wait. Had class assignments keeping me occupied along with other personal stuff in my life. First of all, I would like to apologize for the last chapter. After reading over it a couple times, I realized it was way too similar to the canon, mainly the fight scenes and dialogue. I know I can do better and be more original.
In fact, I have a few original one-shot chapters taking place after the Phantom Lord arc, and I even have a couple original arcs planned as well! So don't worry folks, I won't be following the canon exactly. I'll still input my own original twist into the story.
Before I go any further though, it's time I announce the results for the poll that would determine the name for Ben's demon transformation.
D-Man: 1
Diablo: 21
Devilstrike: 4
Demonclaw: 2
Beelzebash: 22
Dracul: 5
Alright, so Beelzebash is the winner! Wow, it was a real tight race between Beelzebash and Diablo. Decided by one vote! Funny thing democracy is. Congrats to TallGuy94 who suggested the name. You win a brand new virtual Chevy Corvette!
Keep in mind my awesome readers that I will be having another poll to determine the name for Ben's dragon form in the future. Before you ask, no the Omnitrix doesn't scan a dragon in the Fairy Tail-verse. Remember on a Ben 10: Alien Force episode called "Be-Knighted" there was a sentient, alien dragon. The Omnitrix didn't scan it at the time, which leads me to assume it already has it in its database. That's the form that Ben will unlock.
Okay, now on with the show!
…
Ultimate Fairy
Chapter 12: The Phantom Lord
Part IV
…
Last time on "Ultimate Fairy"…
Ben got up from the floor and placed his hand over the Omnitrix. "Let me guess, you're one of the Element 4."
The man lifted up his head, and Ben was kind of taken aback) to see that his eyes were covered by a blindfold. However, what really confused the teen hero was that rivers of tears were streaming down his face.
"Indeed. My name is Aria," he replied, "I am the strongest of the Element 4. I've come in hopes of slaying a monster-man."
'Monster-man?' Ben blinked.
"I don't care what you came here to do. All I know is that I have to destroy that Abyss spell's power source, and if I have to take you down to get to it…then so be it." Ben declared boldly.
He activated the Omnitrix and tapped the first icon in the holo-wheel. When the faceplate slid back, he shouted, "It's Hero time!" He then slammed down the dial, his body consumed in emerald light.
…
Aria, even though his eyes were shielded by his bandages, was forced to look away from the blinding intensity of the light. When the light faded, standing in Ben's place was a large humanoid tortoise that had large flippers for arms and legs, and had holes in its chest and torso.
"Terraspin," Ben shouted out in a seemingly sleepy voice.
The air mage looked back with a frown. He was impressed by the sudden transformation; however, he merely lifted an eyebrow at Terraspin. This form didn't appear very powerful or strong at all.
"Hmph," Aria huffed, "your Take-Over is rather…unimpressive. If you're planning to run, you have chosen the wrong form."
"Who said I was gonna run, crybaby!" Terraspin retorted.
Aria sniffled in response, more tears flowing from under his bandages. Terraspin sweat dropped and held out his flippers. This guy was really disturbing him with all the crying.
"Dude, could yah stop with the waterworks?" the teen hero asked. "It's creeping me out."
"I will make you pay for mocking me!" Aria sobbed. The air mage held out both hands, his thumbs cocked in toward his palms. "Try a taste of my Airspace magic!"
Terraspin cocked a brow. Usually, when a wizard cast a spell, a magic circle would appear in front of them. At least, that's what Ben noticed so far in his time in this crazy magic universe. However, no magical circle appeared.
Ben was about to comment until suddenly, a blast of air smacked into him. The airspace wall sent Terraspin careening back. He flipped in midair and landed on his front side. Terraspin shook off the attack and returned to his feet. He had felt the impact from that attack; nevertheless, his super-hard shell protected from feeling any real pain. Unbeknownst to Ben, Terraspin's natural protection from magical attacks also prevented any real damage.
The air wizard looked at Terraspin peculiarly, though Ben couldn't tell because of the bandages covering his eyes. He was intrigued that this Take-Over mage was able to get up so easily after that attack. Granted he was holding back his full strength, but still.
Ben glared at Aria. "Airspace? So you use air magic, huh?" He realized. "Well, you're in for a mess of trouble! You're not the only one with wind powers!"
Terraspin jumped a few feet in the air and hovered in place. His head disappeared into his shell while his arm-flippers straightened out, and his leg-flippers came together to form a third blade. Suddenly, the three blades began to spin as gusts of wind blew out from the holes in Terraspin's shell.
Aria was unprepared from the strong gale. He held out his arms in front to shield himself, the wind steadily pushing him back. Terraspin kicked it up a notch by concentrating his gusts into a powerful twister. As a result, the air mage was blown off his feet and hurled into the flight of stairs behind him.
Terraspin, who could see what happened through the hatch in his shell, smirked in satisfaction. "Ha! Who's the master of air now, loser?"
Shockingly, Aria stood back up, despite the devastating winds that were pushing against him. Aria of the Heavens sniffled, more tears falling from beneath his bandages.
"Amateur!" he yelled, with a hint of sobbing. "Your wind powers are nothing against mine!"
He held out one hand, this time, a purple magical seal appeared. "Airspace: Zetsu!"
Suddenly, a bombardment of invisible, hard air bubbles fired out from Aria's seal and struck Terraspin all across his body. The humanoid tortoise went flying back a few meters before crashing into the floor. As he lost concentration, his leg-flippers split apart back to normal and his head pocked back out from his shell.
Using his left arm-flipper, Ben rubbed his head and groaned. 'Man, never seen any kind of wind power like that before.' Ben mused.
He wasn't exactly feeling pain, but it was annoying having multiple airspaces smash into your from different angles.
Terraspin was snapped out of his thoughts as Aria chuckled, and taunted, "Perhaps I have overestimated you, dear monster-man."
The turtle-man furrowed his eyes, and countered, "Don't take me lightly, windbag. I'm just getting started!"
Terraspin jumped into the air again, his arm and leg-flippers straightening out as he blasted another twister at Aria. However, to Ben's surprise, Aria's body became hazy until he vanished out of sight. Out of nowhere, Aria appeared behind Terraspin and fired an airspace attack.
The blow sent Ben careening forward until he hit his chest and rolled over a couple of times. Terraspin used his arm-flippers to shakily lift himself up. He looked at the air wizard with a dumbfounded expression.
'He can teleport too?' Ben thought in alarm.
"Hmm…" Aria hummed, "you still stand after an attack like that?"
"I'm a lot stronger than I look," Terraspin replied.
"Nonetheless, your wind magic is nowhere close to challenging mine." He noted.
'Yeah, he's got a point there.' Ben inwardly admitted.
Ben knew now that Terraspin was indeed outmatched against Aria. His air magic was superior to Terraspin's aerokinesis. To rectify this, Ben tapped the Omnitrix dial on his chest, and in a flash of green, was replaced by a twenty foot tall, humanoid tan-skinned dinosaur.
"Humungousaur," He shouted.
Aria took a tentative step back, his eyes widening behind his blindfold. He had never seen any kind of Take-Over magic like that before. This technique of changing between Take-Overs was an incredibly advanced technique, as far as he knew. Something like it would require a lot of magical energy.
The air mage was brought out of his thoughts as Humungousaur cocked back his right fist. With a grunt, he punched the floor, thus creating a shockwave that traveled through the stone floor. Aria didn't react in time as the shockwave threw him off his feet and into a wall, landing on his chest in a comical fashion.
The green coat wizard got up and glared at the Vaxasaurian. "Impressive, I've never seen magic like that," Aria remarked, he then sneered. "It'll be a pleasure defeating you."
Aria held out his hands, a purple magic seal appearing in front of him. "Airspace: Zetsu!"
Without warning, Humungousaur was assailed at different angles by multiple airspaces. However, despite the projectiles blasting into him, Humungousaur remained standing tall with his arms crossed in front of his face. His tough reptilian hide kept him well protected against Aria's attacks.
When the attack ceased, Aria was surprised to see his opponent still standing. But what really shocked him was that he didn't appear injured at all!
"You're gonna have to do better than that!" Humungousaur yelled before charging straight at Aria.
Humungousaur reared back his fist and aimed it at Aria, only for it to be stopped in midair by an airspace shield. Nevertheless, Ben noticed that the blow did make Aria slide back a bit. He continued punching the shield, which sent Aria sliding back a few feet at a time.
The air mage growled, annoyed that his airspace attacks weren't really going to be able to cause any real harm to his enemy. But then, another idea popped in his mind, causing Aria of the Heavens to smirk.
"It's no use, dear monster-man," Aria commented. "You cannot defeat me."
Humungousaur slammed another fist into the airspace shield, a boom echoing throughout the room. "Wanna bet?" he snarled. "I'm just getting warmed up, mister blindfold!"
Aria grinned wickedly. "Then allow me to relieve you of that heat."
The man in the long green coat unleashed a huge airspace, which smacked into Humungousaur and sent him sliding back halfway across the room. Humungousaur lifted up his head, only to see Aria gone. Ben was perplexed until he immediately recalled that Aria could teleport. He looked around, finding no signs of him.
"You wuss, come back and fight!" the Omnitrix hero roared.
All of a sudden, Aria appeared behind Humungousaur. "You think I ran away?"
Humungousaur turned around in time to see two magic circles appear on both sides of him.
"Airspace: Drain!" Aria chanted loudly.
Suddenly, golden light illuminated under Humungousaur's feet and was cast all over his form. Ben peered down at the light beneath him, lifting a brow ridge in a bewildered manner. Was this supposed to hurt him? If it was, it was epically failing.
Aria's confident expression quickly turned into shock and disbelief. How could this be? His Metsu could drain any wizard of their magical energy. How could this mage still be standing?!
When the golden light faded, Aria stood petrified, his jaw close to falling off his face. "H-h-how is this possible?!" he stuttered apprehensively. "T-t-that spell should've drained every ounce of magical power inside you!"
Humungousaur smirked. "Yeah, about that…" he pulled back his fist and punched Aria through a stone wall behind him, satisfied with the loud crash. "I don't use magic, airhead!"
Ben then paused, his mind going over the spell that Aria had tried to cast on him. He said that this 'Airspace: Drain' could suck the magic out of any wizard. Did that mean that Aria was responsible for Master Makarov almost getting killed? The dots began to connect in his mind; he glowered when he came to an easy conclusion.
The pile of crumbled stone shifted as Aria stood back up, a few cuts and bruises on his face. The powerful air wizard scowled at Humungousaur. "Incredible," he admitted, "I've never had that happen before."
"You! You were the one who drained Master Makarov of his power!" accused Ben, ignoring Aria's statement.
The blindfolded man smirked smugly, tears still trailing down his face. "Indeed I did. What of it?"
Humungousaur snarled in rage, clenching his fists in the process. "You mess with my friends, you mess with me! Time to go Ultimate!"
He lifted up his hand and slapped the Omnitrix dial. Four prongs stuck out from the disk as another emerald light covered his form. In the wake of the flash stood a massive, forty foot tall, Ankylosaurus-like creature with green skin. Downward pointing spikes sticking out of the sides of its face. It possessed a dark blue, spiked shell while its chest and torso was dark blue with spikes on them too. It had a tail with a blue mace on the end of it, with accompanying silver spike while the knuckles on its huge hands had barrels on them. On his left shoulder was the Fairy Tail symbol stamped in black.
"Ultimate Humungousaur!" he shouted.
Behind his bandages, Aria's eyes widened again in astonishment. Just how many forms did this strange, powerful human have? After a short moment, Aria's shocked expression turned into a confident smile.
"Since I am now in the presence of a worthy opponent," said a calm Aria, "I believe it is necessary for me to step up my game."
He reached up and pulled off his bandages, revealing his eyes. His eyes were white with small pink pupils. Suddenly, his pupils grew larger as a white 'X' appeared in the pupils.
"That is so wrong," Ultimate Humungousaur commented.
…
Meanwhile, outside in the Fairy Tail courtyard, the remaining wizards left standing continued to fight the seemingly endless waves of phantom soldiers. For every group they wiped out, more popped up in their place. The fatigue on everyone was beginning to show, but none of them would dare falter now.
Erza, who had re-quipped into her Flame Empress Armor, cocked back her flaming sword and delivered a fiery slash at a mass of phantoms. The light and intense heat instantly destroyed the Shade creations.
Without warning, the attention of the Guild and Magnolia citizens was captured by the huge magical seal being drawn slowly in front of the Giant. It appeared to be glowing. Nearly everyone in Magnolia and some of the Fairy Tail mages began to panic. Erza's own eyes widened in horror as she lightly gasped. That sign meant that there was almost enough accumulated power for the Abyss Break spell to be cast.
'Come on boys, what is taking so long?' Erza thought. 'You must hurry. Don't fail me now!'
Then, Erza felt another chilling sensation travel down her spine that made her shiver uncomfortably. She only got this feeling when something evil and powerful was nearby. What was going on in there?
…
Suddenly, smoky gusts of wind collected around Aria, the power around him growing ever stronger now that his blindfold had been removed. He could now unleash his full strength.
"Now, monster-man," Aria said, moving his hands so that his right was oriented upwards and his left hand was facing down, "step into Zero, the airspace of death. It is capable of consuming all life in its path."
Ultimate Humungousaur growled, glaring at his opponent. "You would seriously kill without a second thought? You're insane!"
Aria sneered. "Think what you want, it doesn't matter." Smoky wind gathered around his hands. "Now, let's see how you handle this, cretin!" He then discharged a large, hazy whirlwind at Ben.
Ultimate Humungousaur held up his forearms, shielding himself from the powerful gust. Thanks to his heavyweight, Ultimate Humungousaur didn't get blown back by the powerful winds. Instead, the hyper-evolved Vaxasaurian charged forward. Inside the raging whirlwind, barrages of smaller airspaces collided with Ben; however, his current form's immense strength and durability made him immune to the attacks.
Aria's gasped in shock at Ben being able to run through Zero's whirlwinds and airspace projectiles. "What?! No! This can't be!" he cried.
Ben, enduring the countless airspaces striking him, reared back his massive fist and punched Aria. Though Ultimate Humungousaur made sure to keep his strength in check, if he didn't, there was a good possibility that he could kill Aria by mistake.
With an audible smack, the air mage went flying back until he crashed into another wall. To make sure he was down for the count, Ultimate Humungousaur transformed his right hand into a bio-cannon and discharged a volley of missiles. The explosions shook the room as debris from the comprised section of wall collapsed on Aria.
Ben ceased firing and converted his bio-cannon back into a hand. The hyper-evolved Vaxasaurian casually strolled to the pile of rubble, and then lifted away a few pieces of debris. Under it was the cut, bruised, and beaten form of Aria; in addition, his clothes were torn and shredded in places.
"Using a spell to consume all life? You're weak! You couldn't hold a candle against Makarov, or even me." Ultimate Humungousaur stated. "You'll be remembered as a nothing but a sobbing coward."
A waterfall of tears streamed down Aria's face, his lips quivering. "That's…so sad," he sobbed before finally succumbing to unconsciousness.
"And by the way," Ben continued, "I'm not a monster-man. I'm a superhero."
…
The Fairy Tail wizards and Magnolia residents were all beginning to freak out as the golden magic circle in front of the Giant became brighter. All of a sudden, the light dimmed away as the magical seal disappeared. The Giant's crimson eyes faded into blackness.
When the giant mechanical robot's arms fell limply to its sides, the Fairy Tail mages all cheered. Erza let out a sigh of relief. They had cut it close, but the boys managed to prevent the Abyss Break spell from being cast.
"They did it!" Cana cheered. "They must've taken out the Element 4."
Erza smiled. 'Good work, boys.' Suddenly, Titania felt another cold feeling run through her body. However, this time, it felt even more disturbing than before. She had to wonder, what could possibly make her feel like this?
…
Inside a dark stone-walled room that served as the command center for the Giant, the master of Phantom Lord was furious.
"I don't believe it!" Jose yelled. "My strongest wizards, the Element 4, were defeated by those worthless Fairy Tail scum!"
"Guess that makes them even worse than scum, huh?" Gajeel commented.
"Gajeel," Jose turned and looked down from a high platform to see the Iron Dragon Slayer. Heaved over his right shoulder was Lucy, her clothes torn and shredded in places, and she herself looked beaten. "So I see you returned bearing a gift, have you?"
"Yeah, I picked up a little something while I was out." He replied as he dropped Lucy's unconscious form to the floor.
"Very impressive, but pray tell," Jose asked, "how were you able to track her down so quickly?"
"Never underestimate the nose of a Dragon Slayer." The black haired man answered.
"She is alive, right?" the Phantom Lord master inquired while frowning. "Without a pulse, she's worthless to us."
Gajeel hummed as he held his chin in fake thought. "I was pretty rough with her. LET'S SEE!" Without warning, he kicked Lucy into a wall, denting it in the process.
Lucy awoke from unconsciousness, coughing up a little blood as her body was filled with pain.
"Yep! She's still alive and kicking!" Gajeel remarked smugly.
"Excellent work, Gajeel," Jose praised with a sinister smile. "I knew I could count on you!"
…
Everyone's attention, whether they were inside the Giant or in the courtyard, was grabbed by a ding in the Phantom Lord's PA system.
"Attention you pathetic Fairy Tail scum," Jose said, "listen carefully because I'll only say this once."
Suddenly, a familiar feminine scream sounded through the speakers that made Ben and all the Fairy Tail mages freeze in horror.
"Lucy?" Ultimate Humungousaur said.
"We have captured your precious Lucy Heartfilia, which means that our first order of business is now out of the way. And that means only one more thing, my favorite part, wiping you pathetic brats right off the face of Earthland."
…
After giving the enemy his announcement, Jose walked to the door, but before he then stopped. "Keep an eye out on the girl." He ordered. "There are still some pests scuttling around in my Guild Hall."
"You talkin' about Salamander and that Take-Over mage?" Gajeel asked.
"Yes, and their friends." He answered. "They've been lucky this far, but their luck is about to come to an end. I'm going to exterminate them myself." The aura around Jose became darker and deadlier, a violent, eerie light shining from his body.
…
Natsu, who had been running down a long corridor, froze in his tracks as soon as Jose's proclamation came through on the speakers. He clenched his fists as his body shook in ferocity, rage plastered all over his face.
"Lucy," he said inaudibly. "They…they got her."
"Oh no," Happy added worriedly. "Natsu, what do we do?"
The Dragon Slayer didn't respond. His fists tightened as the rage and power coursing through his body began to intensify. Flames ignited all over his body as his strength increased, the strong emotions inside him boosting his powers to new heights.
Happy watched in awe, taking a small tentative step back. "N-Natsu?"
Suddenly, the flames on Natsu's body became bigger until they combusted upward, taking the shape of a dragon with wings and a horned head. His eyes were glowing bright gold as he let out a deafening yell that shook the building.
…
Ultimate Humungousaur growled after hearing Jose over the PA. He was fixing to start tearing everything in the Phantom Lord's headquarters apart until he heard a familiar, faint yell coming through the stone walls.
His brow ridge lifted as he turned in the direction of the roar. "Natsu?"
"BEN!" a feminine voice cried.
The hyper-evolved Vaxasaurian turned around to see Mirajane, Gray, and Elfman sprinting into the room. The trio had cuts and bruises in various places on their bodies whilst their clothing was ripped in random areas. The three looked like they had gone through hell. They were a bit taken back to see Ben's form but quickly got over it.
"Mirajane? What are you doing here?" Ben asked.
"Jose kidnapped me and was about to kill me when I tried to impersonate Lucy. Elfman saved me though by changing into a full body Take-Over." the white-haired woman replied.
Ultimate Humungousaur turned to Elfman. "So that was that yell I heard a while ago." He mused, and then he focused back on the situation. "So, any of you find that Abyss Break spell's power thingy?"
"Yeah," Gray answered, "it turns out the power source is actually the Element 4. Once we defeated them, we stopped the spell from being cast."
Ben let out a collective sigh of relief. "That's good to hear." His expression then grew serious. "But now Phantom's got Lucy. We have to save her."
"Since Natsu's not here, I can imagine he's getting right on that," Gray replied.
Elfman looked behind Ben to see a beaten Aria lying in a pile of debris. "Whoa!" he said, his eyes growing wider from surprise. "That's Aria!"
"You defeated that guy all by yourself?" Gray asked in disbelief.
Ultimate Humungousaur shrugged. "Eh, he wasn't so tough. I beat guys like him in my sleep."
Before anyone could comment, a dark haze flowed into the large room. The group froze as the black cloud created unpleasant, horrid sensations in their bodies. It felt as if death was coursing around them, trying to take away their souls.
"What the?" Gray mumbled.
"What is it?" Mirajane wondered.
"I…I don't like this feeling." The ice mage stammered.
"Man," Elfman remarked, "I'm super manly and this is even giving me the creeps."
"I'm not a wizard, and even I can feel that." the hyper-evolved Vaxasaurian commented.
"Whatever it is, it's pure evil," said Mirajane.
Suddenly, ominous clapping echoed through the massive, silent room. The group turned around to see a man wearing blue pants, a blue coat with yellow trim, and black boots. His hair was black and tied back in a ponytail. His mustache was cut clean and his lips were a sickly onyx. But what really caught their gaze was the purplish-black energy radiating off of his body.
"Bravo. You are all quite keen. Very impressive, Fairy Tail wizards," the leader of Phantom Lord commended the group. "But never in my wildest dreams did I believe it would be this entertaining. Taking out my Jupiter Cannon, disposing of my elite Element 4, and you even managed to bring my Giant to its knees."
"You're…you're Master Jose." Ultimate Humungousaur realized; the darkness coursing around the man was disturbing the superhero badly too.
Elfman, Gray, and Mirajane's expressions turned into shock and horror. "No way!" the former whispered.
"He's Phantom Lord's master?!" Gray yelled.
'Oh no,' Mirajane thought while holding a hand over her mouth. 'It's like a dark cloud is hanging over him. It makes me sick just being near him.'
"You've all entertained me so much I just have to return the favor," Jose stated.
Ben, Elfman, and Gray got over their fear and took defiant stances. Ultimate Humungousaur stood behind them as he cracked his knuckles.
"You guys ready?" asked Ben.
"Oh yeah," they both replied.
Jose smirked sinisterly. "I'll return it in full."
Gray took a stance, and chanted, "Ice Make: Saucer!"
Elfman held up his right arm, a magic circle appearing on top of it. "Beast Arm!"
"WAIT!" Mirajane screamed; however, her protests were ignored as Elfman and Gray jumped at Jose.
All of a sudden, an amethyst circle appeared in front of Jose, and then a volley of purple jellyfish-like ghosts fired out from it. Gray and Elfman both shouted in agony as the ghosts blasted them backward, where they crashed into the floor.
"Elfman! Gray!" Mirajane cried.
Ultimate Humungousaur turned and glowered at Jose. Before he could make a move though, the darkness mage moved his hand in a swift arc pattern. As a result, a red explosion of magical energy sent the group, minus Ben, careening back. They landed on the other side of the room, hitting the stone floor hard, put out of the fight immediately.
Thanks to Ultimate Humungousaur's size and weight, he didn't get blown back; however, he still felt pain from that attack. He let out a mighty roar as he charged straight at Jose. The Shade Magic wielder smiled haughtily as he held out his hand. Remarkably, a tornado of purple and black energy fired from his hand and smacked into Ben.
The whirlwind of dark magic stopped Ultimate Humungousaur in his tracks, making him slide back a few meters; nevertheless, he was still standing. The teen hero grunted, whatever Jose was firing at him was causing Ben quite a bit of pain. A growl emanated from Ben's mouth as he shifted both hands into bio-cannons, letting loose a barrage of missiles at Jose.
Jose held out his hands horizontally, smaller violent beams shot out from his fingertips and intercepted all of Ultimate Humungousaur's missiles, causing an explosion in-between the two. When the dust settled, the Omnitrix wearer and Phantom Lord master were both standing tall, the latter with a calm and superior look on his face.
"Fascinating," Jose remarked. "You changed into that titan form which stopped the Jupiter Cannon and defeated my strongest mage singlehandedly."
"I deal with people like you all the time and I always come out on top." Ultimate Humungousaur said, narrowing his green eyes at the black haired man. "I can take whatever you can dish out."
A wicked, malevolent smile took shape on Jose's onyx lips. "Powerful, arrogant, courageous, and overconfident…destroying you will fill me with unbelievable pleasure."
The duo stared down at each other, the teen hero snarling in anger. The tension between them was palpable. Finally, Ultimate Humungousaur let out an enraged roar as he charged full speed at Jose. The darkness mage simply grinned evilly as he held out his hand and fired an ethereal pillar at his opponent. The hyper-evolved Vaxasaurian reared back his fist and, with all his strength, punched the incoming pillar.
As a result, an explosion of purple ghostly energy shrouded the room and even shook the building a bit. The battle between the Omnitrix hero and the Phantom Lord's master had begun!
…
Erza, still in her Flame Empress Armor, was slashing her sword in the air and sending multiple fiery waves at the countless phantom Shades that were attacking them. All the Fairy Tail wizards were growing weaker and tired, but they still continued to fight.
"Geez, these things just keep coming," Cana said as she threw out a few cards on the ground underneath a group of phantoms. Suddenly, a bright light shone out from the cards and immediately destroyed the Shade creations.
"Indeed," Erza replied. "I'll change into a stronger suit of armor. Perhaps I can take a load of stress off of everyone-"
Suddenly, the bright scarlet-haired girl froze in midsentence. Her eyes widened whilst expression of alarm was cast on her face. At that moment, she had felt an eerie, deathly feeling seep into her body. It made her absolutely sick. In response, Erza fell to a knee, clutching her stomach in pain.
"Erza!" Cana shouted. The card mage ran over to her comrade and kneeled by her.
Titania was lost in her thoughts. The source of the sickening disturbance was coming from Phantom's Guild Hall. As she looked up at the Giant, she felt her insides twist. Whatever was causing this disturbing sensation, Erza couldn't ignore it anymore. Her friends needed her.
"Cana, you and the others hold the fort here. I have to go." Erza commanded, standing right back up.
"What? Why?" Cana asked; confused as to why Erza was leaving.
"I am sensing something evil and very powerful coming from Phantom's headquarters. I can't ignore it anymore. I must assist my friends while I still can." She answered.
The brunette girl nodded in understanding. "Don't worry! We'll hold on for as long as we can."
Erza smiled and nodded. Her body was then shrouded by golden light. When the flash faded, she was attiring her Black Wing Armor. Titania crouched low and leaped into the air, flying at top speed towards the giant robot.
…
Lucy cried out as she was thrown into the stone wall for the umpteenth time. Her clothes were torn and her body was beaten badly. From the middle of the room, Gajeel shifted his iron-club arm back to normal.
"C'mon," Gajeel taunted, "you gotta sing better than that."
Lucy whimpered slightly, the pain coursing through her body was intense.
"Too bad," the iron-eating mage sneered, "your heart's just not in it."
"Hey Gajeel, hasn't she had enough?" a Phantom mage implied, standing alongside a small group of other wizards. "Besides, the master said he doesn't want her getting hurt or nothing."
Gajeel lifted a brow. "But what else am I supposed to do?" He then turned away, his expression growing serious. "I can't believe he's doing this. He leaves me to watch over her while he has all the fun."
He shifted his left arm into an iron-club and stepped toward Lucy, who was still on the ground trembling.
"Anyways, I'm just playing with my new toy."
"Yeah…but if the master catches you doing this, we're all gonna be in trouble." The mage stated.
Gajeel frowned as he turned back and extended out his iron pillar, slamming it into the man's face. This shocked the other Phantom wizards in the room.
"Shut up!" Gajeel said. "I know master thinks she's important, but she's just another piece of Fairy scum to me. Hmph, even though she's a girl, she's still a wizard. She should've known what she was getting herself into when she joined that Guild."
"You're taking this too far, man. Let it go." A dark-skinned man wearing shades and a white jacket named Boze urged.
"Master's gonna lose it, isn't he?" added a dark-skinned girl named Sue.
"Well then, I'll just tell him that it was all your idea," Gajeel smirked before he began laughing.
Boze and Sue both sweat-dropped in nervousness. "Please don't do that." they both said in unison.
Gajeel then turned back to Lucy, who was steadily picking herself up from the floor. "Aw, I kinda feel sorry for her. Her fellow guild members didn't even want her back until they found out that her old man's loaded."
To the iron mage's surprise, Lucy actually smirked and chuckled. As she shakily stood up, she said, "Geez, you're so dumb. I can barely even believe it. It's just sad. I actually feel sorry for you."
"What? Did she really just say that?" Boze asked in disbelief.
"Is this chick really talkin' smack to Gajeel?" Sue added.
Lucy looked straight at Gajeel, a confident smile on her bruised face. "Phantom Lord, huh? Ruler of the spirits? Oh please, you don't scare me at all."
Gajeel smiled sinisterly. "You shouldn't have said that."
Within a blink of an eye, the Iron Dragon Slayer extended an iron-club and slammed it into Lucy's abdomen, pinning her against the wall.
"You've got some nerve running your mouth like that in a situation like this, princess. I have to admit, you got guts." He then pulled back his arm, letting her fall to her knees in exhaustion and agony. "Make some noise! But not this trash talk act you're putting on, I want screams! And if I don't start getting what I want, you're gonna be sorry!"
Despite the pain she was enduring, Lucy looked back up with a smirk. "Then why don't you just go ahead and finish me." She retorted with steel in her voice. "Then you're gonna be sorry. Just you wait."
"Oh yeah, who's gonna make me?!" Gajeel demanded. "I'm curious."
The other Phantom Lord mages could only watch the scene in front of them, but they had to concede, Lucy was either really brave or really stupid.
"Fairy Tail," she replied. "They'll never let you get away with this. And if I were you, I'd be watching my back from now on… because the world's strongest Guild will come for you!"
Gajeel's eyes narrowed at the blond haired girl. "So they're gonna come after me, huh?" Then, a wicked, delighted grin took shake on his face. He changed both of his arms into iron-clubs, crossing them in front of him. "Sounds like fun!"
Gajeel then leaped at Lucy, the heel of his boots aimed right for her face.
"Gajeel!" Boze shouted.
"STOP!" Sue yelled.
However, an instant before Gajeel's foot met the Celestial mage's, the floor beneath him erupted in flames. Suddenly, a wall of fire formed between Gajeel and Lucy. Without warning, a pissed off Natsu jumped out of the fire and delivered a wicked haymaker into the iron mage's face.
Gajeel went flying back, but he managed to flip midair and land on his feet. He looked up to see Natsu standing before him; his body was engulfed in flames that were taking the shape of a dragon. The Fire Dragon Slayer let out a long, mighty yell with his arms held up in a 'powered up' fashion.
The black, spiked hair wizard grinned. "So I was right. I knew I smelled him here."
Lucy, meanwhile, smiled in relief. "It's Natsu." She said softly.
"GRAAAHHH!" Natsu bellowed. "GAAAAAJEEEEELLLL!"
…
Ultimate Humungousaur went sliding back from the blast of ethereal energy. He clenched his teeth, he had definitely felt the pain from that blow; nevertheless, he was far from beaten. Ben converted his hands back into bio-cannons and fired an onslaught of missiles at his opponent. However, the projectiles only struck the ground as Jose vanished into thin air.
Ben's eyes widened in surprise, could this guy teleport like Aria? The teen hero didn't have time to ponder as Jose appeared on a fallen piece of debris behind Ultimate Humungousaur. With a malicious smile, the darkness mage charged up with several purple ghosts and fired a ghostly beam into Ben's back.
The teen hero grunted as the force of the blast sent him careening forward. He landed on his chest and rolled over a couple of times before smacking into the wall, denting it in the process. Ben groaned, using his huge arms to pick himself up. Whatever kind of energy this guy was shooting at him, it certainly packed a punch. Surprisingly to Ben, it was actually hurting him as Ultimate Humungousaur, one of his toughest forms.
Jose started laughing maniacally as he held out his right hand, shooting a barrage of smaller amethyst blasts at Ultimate Humungousaur. Ben, however, was quick to act and jump to the side, letting the blasts destroy the spot where he had been previously. He then held out his hand and discharged another salvo of missiles at full force.
The Phantom Lord master vanished within the blink of an eye again. Before Ben could process what happened, Jose appeared floating in front of him. With his fist charged with darkness magic, Jose sent a devastating right hook into Ultimate Humungousaur's face. This time, the hyper-evolved Vaxasaurian was lifted off his feet as he went flying back, crashing into the other side of the room.
A long, painful groan emanated from Ben's throat. The pain was flowing over his body; the strange power that Jose was shooting him with was zapping away his immense strength. Jose, standing on the other side of the room, smirked at his adversary who was clearly in pain.
"Pity," Jose commented snidely, "I was expecting more of a challenge from you, dear Take-Over mage. Do pray tell, why don't you simply turn into that titan form again? I bet you could hold your own against me then."
Ben brought up his head, shooting Jose a determined glare. "My name is Ben Tennyson, and I don't need to go Way Big to beat someone like you!"
"Strong words. I do wonder if you can back them up!" Jose roared, holding out his hand and firing another round of his Dark Beams.
As the small amethyst projectiles flew towards him, Ben dodged to the side. After avoiding the attack, he tapped the Omnitrix dial.
A flash of brilliant green light consumed Ben's body. As the flash died away, standing in his place was an eight-foot-tall, werewolf-like being covered in dark grey fur and a long, flowing onyx mane. It wore a tight, green suit with a white belt and green wristbands. Attached to its neck was a green collar with the Omnitrix symbol, and on his left shoulder was a green Fairy Tail mark.
"Blitzwolfer!" Ben howled.
"What is this? A werewolf?" Jose cocked a brow in confusion. "Do you honestly think I'm supposed to be intimidated by this?"
Blitzwolfer grinned viscously, showing off his gnarly teeth. "Then how about I give you a good reason."
The Loboan inhaled deeply and reared back his head. Shockingly, his muzzle split apart into four-parts and green ultrasonic howls blasted out of his throat.
Jose didn't have time to react before the soundwaves crashed into him. He went hurtling backward until smashing into a stone wall. A section of the wall collapsed on top of him, burying him beneath a pile of crumbled rubble.
Blitzwolfer ceased his attack and kept his attention focused on the rubble.
'No way is it that simple.' Ben inwardly remarked.
Right on cue, deadly purple light illuminated in-between the cracks of the rubble. A short moment later, an explosion of dark amethyst energy blew the debris away. Standing there was Jose, though his entire form was consumed by purple, ghostly flames. The white in his eyes had turned pitch black while his pupils were little silver dots. A little trickle of blood was running out from Jose's nose, and his expression displayed pure rage.
"YOU'VE JUST MADE A BIG MISTAKE, YOU WORTHLESS BRAT!" the Phantom master bellowed.
Blitzwolfer shrugged uncaringly. "I make a lot of mistakes. Kicking your ass isn't one of them."
In response, Jose growled savagely and swiped his hand in an arc motion. As a result, a wave of red energy was discharged at the Loboan; however, Blitzwolfer was quick to jump over the deadly wave as he passed by him. Snarling in rage, the master of Phantom Lord held out his hands and fired more Dark Beams.
Blitzwolfer skillfully dodged the attacks. This form proved to be more agile than Jose had presumed considering its size and bulk. While in midair after dodging the last set of attacks, Blitzwolfer opened his muzzle and emitted another sonic-howl.
The soundwaves struck Jose hard and brought him to his knees. He immediately covered his ears and screamed in agony. The powerful soundwaves from this beast were pummeling his body both inside and out, causing him a ton of pain. If it weren't for his immense endurance and magical strength, he'd have been knocked out by now.
He opened an eye and glared at Blitzwolfer. In a swift motion, he held out his hands and fired mauve, ghostly blasts out from his fingertips. Blitzwolfer's eyes widened, surprised that the man could cast a spell while being bombarded by his sonic-howl. The Loboan had no time to react before the ghostly blasts struck him, causing him to howl out in pain. He grunted as he went careening backward, falling to the floor disheveledly.
Jose turned his wrathful glare at the teen hero. "I've had enough of these games!" he shouted.
Without warning, purple, ghost shaped tendrils shot out from a dark amethyst magical circle in front of Jose's hand. Blitzwolfer was still shaken up by the last attack and couldn't defend himself as the ghostly tentacles wrapped around him. The Loboan tried to break free but was met with shocking results, literally as the ethereal tendrils became tighter and delivered a heavy dosage of pain.
Blitzwolfer howled in agony, the pain being inflicted on his body becoming unbearable.
The Phantom master smiled in wicked pleasure. "Yes. It hurts doesn't it, creature?! This is my Shade Entangle. The more you struggle, the stronger the grip becomes, and the more pain you receive."
To prove a point, the crimson lightning coursing around the ghostly tendrils electrocuted Blitzwolfer, bringing him even more pain. Jose sneered as he tortured his victim; the screams were like music to his ears.
He tapped a finger to his chin in thought, studying the teen hero. "I'll admit you're a powerful opponent. You may even exceed Titania and Laxus's power." He admitted. "Had you not been so arrogant and used your titan form or perhaps even another form, you may have stood a chance against me."
Jose paused as he leveled his calm, smug expression at Blitzwolfer entangled form. "But you know what really burns me about Fairy Tail? That powerful wizards like you align yourself to Makarov!"
Blitzwolfer howled painfully, the grip on his body tightened.
"Since you can't be tempted to join Phantom Lord, there's only one solution," Jose's black eyes widened in malign glee, "To kill you!"
The Omnitrix bearer yelled once more, the tendrils wrapping around his body were growing tighter, and the pain intensified further. He tried lifting one of his arms to tap the Omnitrix; unfortunately, they were both pinned to his sides and couldn't summon the strength to break free.
A moment passed as the insufferable onslaught continued. Ben tried diverting all his strength into his arms. If he could access the Omnitrix, he could change into one of his other heavy-hitters. But true to Jose's words, the more he struggled, the more agony he received.
Ben was beginning to wonder if this was how he was going to die until suddenly, the pain ceased. In fact, the ghostly tendrils wrapped around him vanished. When he fell to his hands and knees, he looked up in time to see a surprised Jose get blown back into the wall, a pile of debris falling on top of him.
Blitzwolfer blinked in confusion. What happened? He got his answer when he felt someone land beside him. Ben looked up to see Erza, attired in her Black Wing armor and a sword held firmly in her hands.
By reading her facial expression, the teen hero could easily see that she was really pissed! However, when she turned her gaze to Ben, her expression lightened into concern as she kneeled by him.
"Ben, are you alright?" she asked.
The Loboan groaned, steadily standing back up. "Y-yeah…" he replied as he turned to her. "Thanks for the save. But why are you here? Not that I'm complaining."
"I got a very uneasy feeling that I couldn't ignore." She answered. Erza turned her sights to the pile of debris on top of Jose. "And it seems my gut was right."
All of a sudden, a brilliant explosion of darkness magic exploded out from the rubble. In its wake was a furious Jose. He turned his creepy, black eyes to Blitzwolfer and then finally to Erza.
His onyx eyes narrowed in disdain. "Titania Erza. I was hoping you would join this little fight of ours. Now I get to wipe out two of Makarov's most powerful wizards at once!"
Ben and Erza both took stances, ready to stand their ground. "This guy is tough…really tough. How do we stop him?" the former asked.
Titania was silent as she contemplated a possible strategy to fight Jose. She knew he was very powerful. Hell, he was on par with Makarov. Nonetheless, she knew that Ben and herself were both powerful as well, but not strong enough to take him on alone. There was only one option.
"He's just as powerful as Master Makarov," Erza said. "The only chance we have of defeating him is to fight him together."
Blitzwolfer nodded. Though he would've preferred to fight Jose alone with one of his heavy-hitters, he knew that he would only cause a lot of damage and possibly hurt one of his friends by mistake. Besides, teaming up with Erza would be put the odds more in their favor.
"Sounds good to me," Ben replied.
"Killing you two will bring me so much pleasure!" Jose jeered manically as he lit up his hands with Darkness Magic and fired another ethereal tornado at the duo.
…
A/N: UPDATED 5-17-2019
In the previous version, which had been up for years, Jose was able to withstand Ultimate Echo-Echo's sonic blasts. I realize now, after doing more research, that's not really possible even with his Darkness Magic. So I switched out Ultimate Echo-Echo with Blitzwolfer. Made for a shorter fight, I know. But trust me, it'll all work out in the future.
Leave any comments or critiques you may have in the review box below! Thanks for the support!