Ultimate Fairy: Volume II

by pyrohelixdrago

Ben Tennyson has found himself in another universe, one filled with magic he never imagined. He comes across a few wizards who invite him to their guild, Fairy Tail. With no immediate ways to return home Ben must adapt to this new world, form new bonds, and grow stronger with his teammates to overcome many obstacles. Adopted from Ultimate10

14. Chapter 14

A/N: UPDATE on 3-15-2019. Made minor tweaks to Beelzebash's design. I'm pulling a Celestialsapien. Ya know, making changes to characters appearance and voice like they did throughout the Ben 10 franchise.

A link will be up for Beelzebash artwork will be available on my profile soon if any of you are interested to see him.

I would like to thank Star Saber21. He was a big part of bringing this one-shot into fruition, and he was also a big help in the next two one-shots to come. Thanks a bunch bro!

WARNING: this chapter is a laughing hazard! Do not eat or drink anything while reading this story. You may choke on it or it may come out your nose.

You have been warned, now on with the show!

...

Ultimate Fairy

Chapter 14: The Worst Malfunction

…

Two weeks had passed since Phantom Lord was defeated. In that time-span, a lot had transpired. After the battle, when everyone had gathered around the wrecked Guild Hall, Ben had offered to go Clockwork and repair it again. However, Makarov declined and even though he appreciated Ben's offer, he said it was 'time for a change'.

Almost immediately, Fairy Tail had gotten to work on building a new Guild Hall. Nonetheless, nearly a couple days after they started, the Rune Knights showed up. The Rune Knights was the army of the Magic Council, and the wizards of Fairy Tail knew that they would show up eventually. Natsu and Happy had tried to escape, but were easily captured.

The Rune Knights interrogated everyone; however, the longest person they questioned was Fairy Tail's own powerful shape-shifter, Ben Tennyson. The Knights had heard reports of a giant in Magnolia, firing an emerald beam at Phantom's headquarters. In addition, they knew absolutely nothing about Ben, only that he was a new member of the Guild and that he seemed to be a powerful Take-Over mage.

Makarov advised Ben it would be best not to lie to the Knights, but acceptable if he stretched said truth a bit. With that in mind, Ben gave the Knights what they wanted; only he didn't tell them the complete truth about himself.

When asked where he came from, Ben said he was from a village called Bellwood. He explained that the town was so small it wasn't really on any maps. When asked what magic he wielded, he told them he was a Take-Over wizard like what everyone else had been calling him. When asked why he left his town to join Fairy Tail, he said that he wanted to explore the world while also making a living. Fairy Tail was simply the first guild he came across that provided him this opportunity.

None of the responses he gave them were necessarily false. Ben just didn't tell them that he was from another universe and that he didn't use magic, rather absurdly-advanced technology. If he had, the Omnitrix wielder had a sneaking suspicion that they would think he was a lunatic and haul him off to an asylum.

Anyways, when the week of interrogation ended, Fairy Tail was called to Era, the headquarters of the Magic Council, to await trial. The level of anxiety everyone was experiencing was high. With just one order, the Magic Council could easily disband Fairy Tail.

Fortunately, in the end, Phantom Lord was deemed guilty and disbanded, and Master Jose was stripped of his rank as one of the Ten Wizard Saints. The Council announced that Fairy Tail's punishment would be decided at a later date, but that still didn't diminish everyone's excitement. After all, the evidence pointed straight to Phantom so no one really believed that the Council would punish Fairy Tail too severely.

A day after their trial, the Guild got back to work on constructing a new Guild Hall. However, for the Ultimate Team, something else came up that turned their attention away from building: Lucy had suddenly disappeared. When Ben, Natsu, Gray, Erza and Happy had gone to her apartment house, they discovered a note, saying,

I will go home

Lucy

Instantaneously, the team quickly climbed aboard the next train and went after her. Lucy was their friend, a member of their team. It just wouldn't be right without her. Even Ben could admit to that. Things didn't seem right without the beautiful blonde yelling at Natsu, Gray, Happy, and occasionally Ben for their idiocy.

When they finally arrived at her father's estate, they found her standing by the grave of her mother, who had passed away years prior. The Celestial wizard had explained to them that she only came back home to warn her father to never mess with her friends or Fairy Tail ever again, or he would regret it.

Ben smirked; proud that she had told her father off so aggressively; although, the teen hero was still flabbergasted when he realized just how rich Lucy's dad was. His private estate was nearly bigger than the entire City of Magnolia!

'When she ran away, she sure left a lot behind.' Ben mused.

When they returned, Ben realized something. He had nowhere to stay. The Guild Hall had been his temporary home, but now, it was lying in ruin. During the interrogations, he had stayed in a tent like all the other members of Fairy Tail. In addition, the teen hero didn't have enough jewels saved for acquiring his own place…not even close! Thankfully though, Gray came through and offered him a guest bed at his place.

Of all his team members, Gray was the best choice to crash with in Ben's mind. Lucy didn't have a guest bed at her place, plus she got enough headaches from Natsu and Happy sneaking in all the time. No need to bring any more stress to her life. Erza lived in the dormitory, Fairy Hills, which was for girls only, so she was out of the question. Natsu and Happy were viable candidates; however, Ben realized that the Dragon Slayer would probably pick a fight with him again eventually if he stayed at his house.

A day later, the Ultimate Team was now participating in the construction effort. The wreckage of the former Guild Hall had been carried off and huge supplies of lumber and stone had been brought in. It was obvious this new hall would be bigger than the previous one.

Currently, all the wizards were present to aid in constructing the new building. So far, sections of stone wall had already been built around the perimeter as well as the wooden infrastructure inside.

Natsu Dragneel let out a triumphant cry as he lifted a load of heavy wooden beams over his head. But Natsu couldn't bare the weight of the heavy load; as a result, his knees buckled as he fell forward, the lumber collapsing on top of him.

Mirajane and Happy, who were standing close by, only sweat dropped at the scene.

"Oh Natsu," Mirajane sighed, exasperated.

Ben walked over to Natsu and chuckled whilst shaking his head in a humorous manner. He lifted his sleeve and tapped the Omnitrix faceplate. A green holo-wheel popped up, the top half showing alien head icons. He scrolled for a couple seconds until he found the one he wanted. He tapped the icon, allowing the faceplate to slide back and the core to pop out.

When Ben slammed down the dial, a green flash consumed his body. When the light vanished, he was replaced by a twelve-foot tall, muscular red alien with four arms and eyes, and dressed in black pants and a black sleeveless shirt with a green stripe going down the center. The Omnitrix dial was on a green and white belt strapped around his waist.

"Four Arms," He shouted in a deeper, raspier voice. "Leave the heavy lifting to me, Natsu."

Four Arms collected all the timber on top of Natsu, carrying a few under each arm and walked away. As Natsu got up, he crossed his arms and huffed at Ben.

"Show-off," he muttered.

Gray walked by, heaving a single beam over his shoulder. "That's what you get for carrying too much yah moron."

"WHAT YOU'D CALL ME?!" Natsu yelled; his anger flaring up as flames shrouded his body.

"You got a problem?" Gray seethed, getting in Natsu's face as icy energy covered his form. The duo's fire and ice clashed as they got in one another's face.

"Yeah, I gotta problem with your face!" the Dragon Slayer remarked.

Lucy, who was sitting at the finished bar counter taking a short break, sighed in annoyance. "They're at it again, huh."

"Aye," Happy muffled through the fish in his mouth.

Hiding behind a stone wall, a girl with blue hair curled at the base and wearing a navy blue coat had hearts in her eyes as she ogled Gray. Juvia squealed girlishly as she cried, "Oh Gray my love! I wish you'd carry me too!"

Suddenly, before a fight could break out, a beam of timber smashed into Natsu and Gray's heads, which buried their bodies into the ground. Erza stood above them, wearing a pair of baggy brown pants, a brown shirt, and a yellow hardhat. The lumber she used to hit them was resting on her shoulder.

"Enough! No more lollygagging!" She ordered sternly. "We have a lot of work to do!"

Natsu and Gray both had big, red bumps on their heads. "Aye," they groaned in pain.

"I wouldn't want to work for Erza." Wakaba commented.

"Did she re-quip into that outfit?" wondered Macao.

Four Arms carried the lumber to Makarov, who had increased his height to at least thirty feet. He was wearing the same attire as Erza. He was putting together the wooden infrastructure of the building, and instead of using a hammer, he used his fists. When Ben dropped off the timber close to Makarov, the master looked down at Ben and smiled.

"Thank you, Ben. Say…could you help me put together this framework?" Makarov inquired. "It'll make this go a lot faster."

Four Arms smiled. "No problem."

He slapped the Omnitrix dial, and in a flash of green, was replaced by Humungousaur. The brown-skinned dinosaur-like alien increased his size to forty feet. It wasn't his full height but a few Stegosaur-like spikes did protrude from his back whilst his reptilian hide became tougher. A few Fairy Tail mages gaped at how big Humungousaur had become.

Humungousaur got on one side of the frame while Makarov was on the other. Both titans were gently hammering down a girder into a horizontal position over two standing posts. Once that was done, they picked up more lumber and started work on the next section of infrastructure.

"Geez," Wakaba staggered back in surprise from Humungousaur's growth, "Master's not the only one hard at work."

"Except Ben's working in a bigger way," Macao added.

Natsu and Gray pulled themselves out of the ground, still wallowing in pain from getting hit by Erza. "OW! That really hurt, Erza!" they simultaneously shouted.

Happy flew over to them, and asked, "You guys playing whack-a-mole?"

As Macao and Wakaba began to observe the construction site, they noticed something peculiar.

"Hate to say it, but…" Wakaba trailed off.

"It looks a little too big." Macao finished.

"We figured we might as well expand the place. I got the plans right here." Mirajane explained, holding up a big piece of paper.

"Oh yeah," said Macao.

"I wanna see." Wakaba requested.

"I liked it just the way it was!" Natsu chided.

"What's it gonna look like now?" Gray asked.

Mirajane showed them the "designs". It was a crude picture of the soon-to-be Guild Hall drawn in crayon, and it had flowers, bunnies, and fish doodled around it too. The four mages sweat dropped.

"What the?" Macao commented.

"Wow…that looks…great." Wakaba forced; a hint of sarcasm in his tone.

Natsu looked at the "blueprints" blankly. "Uh…which way is up?"

Unlike the other three, Gray had no problem saying his honest opinion on the picture. "Man, these are the worst plans ever. What idiot came up with these?"

Mira smiled for a moment until she instantly turned away and started crying. Gray waved his hands in a placating manner, trying to calm her. "Mira! I…I didn't know it was you!" he said desperately.

"You made her cry." Natsu, Macao, and Wakaba deadpanned.

"That's Gray for yah." Happy noted.

Meanwhile, behind a wall, Juvia was smiling mischievously at the scene. 'My dearest Gray is so cold to other women, yet so warm to me.'

A half hour later, Master Makarov left for home to take care of some paperwork for the Magic Council, leaving Ben to keep assembling the building's framework. Humungousaur assembled the framework with ease. After building a few sections of the frame, Ben was starting to get a little hungry.

He transformed back and met up with Natsu, Gray, and Happy in a little secluded spot in the construction site. Ben sat on a wooden crate while Gray sat on a stack of stones. Natsu and Happy stood close by.

"Man, I'm starving." Gray mumbled.

"Me too," Ben agreed, putting a hand over his growling stomach. "I could go for some chili fries right now."

Natsu, Gray, and Happy looked at the shape-shifter in puzzlement.

"Huh," they said in unison.

Ben turned to them, arching a confused brow. It was then that he remembered that this world didn't have the comforts of his universe, such as smoothies and chili fries. Nevertheless, Ben had a plan to solve that problem in the near future.

The teen hero sighed. "It's basically cooked potato slices with chili sauce over them."

Gray blinked. "Never heard of anything like that before."

"Sounds really tasty though," Natsu added, a thin line of drool falling from his mouth.

"Aye," Happy agreed.

Without warning, a jet of water blasted into Natsu and then hit Gray. When it disappeared, the ice wizard discovered a pink metal box in his lap.

"What was that?" Ben queried.

"I'm soaked." Natsu remarked; his clothes were completely drenched.

"Look!" Happy pointed at the pink box. "A lunch box!"

"Where'd it come from?" Gray wondered.

"Who cares?! See if it has food in it!" Ben said eagerly.

The onyx haired teen opened the box, and was shocked at its contents. There was an assortment of many vegetables, fruit, and meat arranged in the shape of hearts and Gray's face. Gray's eyes bulged open as he stuttered incoherently. The others, however, reacted in the opposite fashion.

"Wow! That looks pretty tasty!" Natsu admired.

"I'll say, even though it is kind of weird." Ben commented.

"That's so cool! Your face is totally edible." Happy added.

"I can't eat this! It's just too weird!" Gray responded nervously. "I think there's some green stuff oozing out from the side."

True enough, there was a line of green substance oozing out from the side of the pink box. That still didn't deter a certain Omnitrix bearer and Dragon Slayer from wanting to eat. At the moment, Ben was hungry and didn't care if food was arranged in the shape of Gray's face. He just needed something to eat now.

"I'll eat it for yah." Natsu and Ben offered simultaneously.

Behind a stone wall, Juvia was about to break into tears. 'This is heartbreaking! I spent three whole days making that lunch for him.' She thought.

Out of nowhere, Erza popped up with an angry look on her face. "WHO SAID YOU COULD TAKE A LUNCH BREAK?!" She yelled, startling the three mages and superhero. Suddenly, she quickly returned to normal when she noticed the contents of the lunch box. "Hey, is that supposed to be your face made out of veggies?"

She pulled out a fork and stabbed it into the veggies that formed Gray's face, prompting Gray to cry out in horror. The ice mage watched with his jaw dropped as Erza chewed on the piece.

"Well?" Ben asked.

"Mmm…it's good." Titania replied. "I could eat the whole thing."

"Hey, save some for us." The Omnitrix hero whined.

With that said, Gray calmed down, and conceded, "I guess I should try it too."

Juvia, meanwhile, was watching the scene with tears swelling up as a vision of Gray proposing to her entered her mind.

Ten minutes later, it was lunchtime and most of the Fairy Tail mages left to get lunch at the many restaurants in Magnolia. Only a handful of wizards, including the Ultimate Team, remained at the Guild Hall work site. Erza had insisted they work a little longer before they got something to eat after that lunch box. Currently, Ben, who was changed into Armodrillo, was digging a hole for a new infrastructure post. Erza was standing by surveying his work whilst Natsu and Gray were holding said post, one on either side.

Armodrillo pulled his right arm out of the hole, certain that it was deep enough for the post. "Okay. It's ready." He gave Erza a thumbs-up.

The redhead smiled and nodded. "Thank you, Ben." She turned her gaze to the fire and ice mage. "Natsu, Gray, get the post in the hole."

The pink haired wizard put his end inside the hole, pushing it deeper into the earth. Gray was having difficulty on his end though. The deeper Natsu pushed the timber in, the higher his end got in the air. Soon it was far out of Gray's reach. However, the ice-make mage smirked when he came up with an idea.

"Ice Make: Lift!" Gray chanted.

After a small outburst of frosty air, a crank lift used to lift cars to replacing tires appeared, only it was made of solid ice. He pulled the lever a few times; making the left extend higher and higher until finally the post fell into place. Erza slid over a bucket of concrete and poured it in the hole while Ben held it straight.

"Good thinking, Gray." Armodrillo commended.

Natsu huffed, crossing his arms in an indignant manner. "Pft, whatever."

"Hey guys!" a cheery feminine voice called. "We're back!"

The group turned around to see Levy, Droy, and Jet. The trio had made a smooth recovery and their casts had been removed, though they still had some bandages on their arms and legs. Nevertheless, they didn't appear to be in pain anymore.

The Ultimate Team, Mirajane, Elfman, Macao and Wakaba came to greet Levy's team. After their major injuries had healed up, the trio had set out on a mission. Though the master was wary, they had convinced him that they were able enough to go.

"Levy, you're back!" Lucy said happily.

Armodrillo slapped the Omnitrix dial and reverted back to Ben. "Hey guys, how'd your mission go?"

Levy smiled brightly. "It went great!"

"Yeah, those giant plant monsters were no match for us." Droy boasted confidently.

The blue haired girl smirked. "By 'giant' do you mean little five-foot-tall rose plants that's only power were to cut people with thorns."

Droy and Jet both shrunk.

"It…it…it was still scary!" Jet inserted. "I got cut quite a bit."

"Yeah, there had to be at least a thousand of them!" Droy added desperately.

Levy sighed. "There were only like twenty of them, guys."

Droy and Jet moaned in defeat. Ben and the others simply laughed in amusement, even Erza giggled a little.

"Ooh…killer little roses!" Natsu mocked. "How scary."

"Why would someone put out a job request for something like that?" Gray asked.

"Believe it or not, those little suckers were tougher than they sound." Levy replied. The smart wizard then switched topics. "Anyways, we got a decent reward out of it, but we also got this."

Levy held up her bag and pulled out a trinket. It was in the form of a five inch long, golden trident with pointed ends. Etched into the trident were different types of silver runes. The relic was attached to a golden chain, meant to go around a person's neck. The wizards and superhero looked at the knickknack curiously.

Lucy came forward to inspect it closely. "What is it, Levy?"

Surprisingly, the blue haired mage shrugged, and admitted, "I don't know. I figured it was just some kind of trinket. But those symbols on the ornament resemble ancient magical runes I saw in a book once. I was hoping the master would know what it could be."

"The master is not here at the moment." Erza informed. "He left for his home to fill out some paperwork for the Magic Council."

"Okay, no biggie." Levy responded. "I'll just take it to storage for the time being until he gets back."

She made her way to the basement door with Droy and Jet behind her. However, as she passed by Ben, nobody noticed a small electric bolt discharge from the trinket and onto Ben's left wrist. Suddenly, tiny amounts of emerald electricity coursed around the Omnitrix. The sounds of fizzing and sparking caught Ben's attention as he pulled up his sleeve to see his watch acting strangely.

The brunette lifted a brow in confusion. 'Huh? What's going on with this thing?'

Ben was interrupted from his musings when his stomach grumbled loudly. His stomach wasn't the only one that was running on empty, splitting the lunch box amongst the group hadn't left much for any of them. The rest of his team's stomachs began to growl as well.

"Ugh…Erza, can we go to lunch now?" Natsu whined. "I'm starving."

"Me too," Gray agreed. "I think we've done enough this afternoon, and I can't work on an empty stomach."

The redhead sighed, and conceded, "Very well; besides, I am very hungry as well."

"Aye," Happy moaned. "I need fish in my belly right now!"

"Always going on about fish," Lucy muttered.

The wizards and superhero were getting ready to leave; however, a section of stone wall in front of them exploded in a conflagration. Ben and the mages were forced to shield their faces from the flying bits of debris. They looked into the dust cloud and saw the body outlines of three individuals.

When the smoke cleared, standing in the hole of the ruined wall were three rough-looking men. The man in the center was about average height, around five foot nine. He wore a bright red coat with orange trim, black pants, and black leather boots. His hair was ash black and the bangs on his temples were tipped with red, though most of his hair was covered by the ebony tricorne hat on his head. His face was narrow and rather pointy looking. His eyes were almost glowing red, with an unscrupulous look in them.

The man to the right was tall, around six foot three, and his upper body was well-toned and buff. He wore a white shirt, a brown leather vest, brown jeans with pouches on his knees, and a pair of sandals. Like his attire, his hair and eye color was brown only a darker shade. His face was rectangular and his chin was broad.

The third man was the biggest of the trio. He stood at a towering six foot eight, and his body was just bulging with huge muscles. He wore a pair of blue shorts that reached his knees, a green collared shirt, and no shoes. His hair was all buzzed off, but it could be seen that his hair color was blonde. His face was well-rounded and his lips were bigger than the average size a normal person's lips should be. His eye color was a deep aqua blue, and held an amused yet stupid hint in them.

The Fairy Tail wizards all looked at the unknown trio with confusion and anger, the latter coming mostly from Erza and Natsu. Levy, Droy, and Jet just exited from the cellar just in time to see the present mages starring down three unknown men. But from the looks their guildmates were shooting them, they already knew they were bad.

Ben, though he was peeved at these guys for barging in and wrecking their work, was bemused at the sight of these men. Non-magic folk wouldn't even consider attacking a Guild, especially one as powerful as Fairy Tail. And these guys had a rather smug, superior expression on their faces. This made Ben wonder.

Erza growled in ire, a sword appearing in her hand as she stretched it out in the direction of the uninvited guests. "How dare you attack our Guild! Who are you three scoundrels!?"

The man in the center smirked. "Pardon the intrusion, but your Guild has something we desire." The black haired man grinned, showing off his pearly white teeth. "I am Joe Magtartus, master of the Rabid Weasels."

"HUH?" every present person in Fairy Tail said in unison.

Magtartus ignored them, and continued with introductions and gestured to the brown haired man to his left. "This here is Gordon Seismo." He then gestured to the big, shaved man. "And this is Henry."

There was an awkward pause after Henry's introduction.

"Henry what?" Wakaba asked.

"It's just Henry." Magtartus replied dryly.

"Rabid Weasels?" Ben repeated, scratching his head. "What kind of dumb name is that?"

Natsu gritted his teeth in anger as he ignited his fists with fire and charged forward. "I don't care what your names are or what stupid Dark Guild you're a part of! I'm gonna blow you three away!"

The Dragon Slayer leaped at the three, his fist cocked back. "Fire Dragon Iron Fist!"

But before Natsu's punch met Magtartus's, the onyx haired man held out his hand. Without warning, an orange magical circle appeared in front of him. Shockingly, a fist comprised of lava and hot, burning rocks shot out from the seal and punched Natsu in the gut. The blow sent the Dragon Slayer careening back until he smashed into another unfinished wall.

"NATSU!" Mirajane cried.

"What the heck was that?" Cana yelled, stunned like everyone else.

"He…he just shot lava at Natsu." Lucy stuttered fearfully.

"I know what that is. It's a rare magic called Lava Magic." Levy explained with her eyes wide in surprise.

Gordon attacked next by slamming his foot forward, creating a shockwave in the earth that threw a few wizards into the air before falling back to the ground hard.

"Earth Magic?!" Erza said, surprised.

Suddenly, Henry increased his already impressive size to over twenty feet. He picked up a piece of large stone debris and hurled it toward Levy's team. Levy, Droy, and Jet were quick to jump out of the way as the rock smashed the ground where they were previously standing.

"Titan Magic," Gray deduced with wide eyes.

"I'm sorry," Joe sneered at Natsu, who was picking himself out from the wall rubble. "You were gonna do what to us, little Salamander?"

Ben fixed a strong, infuriated glare at the man known as Joe Magtartus and his two companions. If this guy and his lackeys think they can just waltz in, bash up the place, and hurt his friends then they were in for a serious ass kicking.

"Listen up!" Magtartus yelled. "We have come for the Empowerment Charm! Surrender it to us and we shall leave peacefully."

The Fairy Tail wizards were all confused to what Joe was referring to.

"A what charm?" Wakaba said.

"Huh? What's he blabbing about?" Gray asked.

Erza glared intensely at the trio. "We have no idea what you're talking about!"

"Don't play dumb! I know it's here! I can feel its power close by!" he roared, the air around him became hazy as magical energy flared off his body. "Hand it over or else we'll tear what's left of this place apart!"

"I don't know what the heck you're talking about, but you just made a big mistake. Nobody messes with my friends and gets away with it." Ben activated the Omnitrix and selected an alien. "It's Hero Time!"

He slapped down the dial; however, instead of the usual green light consuming his body, nothing happened. Ben's eyes went wide from shock. He looked down at the Omnitrix; it was not responding. The other wizards stared at Ben flabbergasted. Usually when Ben slammed down that dial he turned into an alien, but right now, nothing was happening.

"What the heck?" the brunette remarked, trying to slap down the core again.

All of a sudden, the Omnitrix activated, but instead of turning Ben into an alien, his whole body was bathed in green light and electricity. Ben collapsed to his knees, letting out an agonizing yell. The energy coursing over his body felt like he was taking a shower in battery acid.

"BEN!" all the Fairy Tail mages shouted.

Before anyone could aid the jacket-wearing teen, a green bolt of lightning fired out from Ben's body and was on a direct course for Mirajane, who only stood petrified in terror.

"Mirajane!" Elfman yelled, jumping in front of the bolt and getting struck instead.

"Elfman!" Mira cried.

Suddenly, as Elfman fell to the ground, his body began to take drastic changes. His muscles bulged out and became bigger and bulkier than before, especially his upper body. Two more well-muscled arms broke out from his jacket underneath his upper arms. The most radical change, however, was his skin, which had turned red and become tougher.

Elfman groaned heavily as he steadily arose from the floor. Mirajane gasped while the other wizards stared in shock at the sight of Elfman. He was a giant, four-armed monster with red skin and four yellow eyes. The only similar trait to his human form he still had was his white spikey hair.

Happy was hovering in the air above Natsu, who had just pulled himself out from the debris of the destroyed wall. The duo's attention was immediately caught by Ben's painful yells and the green light covering his body.

"BEN!" Natsu shouted in panic.

The Dragon Slayer ran toward him frantically while Happy flew ahead. However, before they could get close, the duo was struck by green electricity firing from Ben's body. The pink haired wizard and blue cat fell to the ground, grunting as their bodies changed shape.

Natsu transformed into a hulking, broad-shouldered being with natural pink rounded armor on the back of his arms, shoulders, back, and the side of his legs. The skin in-between the plates was black while the rest of his body was white. A single black line stretched from his forehead and stopped between his gray eyes. The only thing to identify him as Natsu was the white, scaly scarf wrapped around his thick neck.

Happy's body took a drastic change as his height increased to nine feet, his tail disappeared, and his upper body became big and very muscular. Black tiger-like stripes appeared over his blue fur, his belly fur remained white, and his eyebrows became longer, pointer, and blacker. Long, black claws sprouted out from the top of his hands as well. The green knapsack on his back had also increased in size to be proportional with his bigger body.

Fairy Tail and even the three wizards of Rabid Weasels were shocked and stupefied by this scene.

"Master," Henry leaned down and whispered frighteningly, "What's going on?"

Before Magtartus could respond, he, Gordon, and Henry cried out as they were blasted by green electricity too. More emerald energy shot out from Ben's body and struck Gray and Lucy next, who were unfortunately in the wrong place at the wrong time.

Gray's height grew to six feet while his skin turned into a green exoskeleton. His body took the form of a grasshopper-praying mantis hybrid. He still had his clothes only the thorax behind him was covered in the same black material as his pants. The only attributes to his human form were his blue eyes and black hair.

Lucy shrunk into a short, chubby creature with green splotchy skin. She had six odd growths on the back of her head, but they were hidden by her long blonde hair. She had a small tail and black whisker-like marks on her face. The transformed Celestial mage still adorned her white and blue sleeveless shirt, blue skirt, her whip, and key ring.

Magtartus's body was suddenly covered in gray form-fitting body armor; however, it was slightly bulky and oven-like. The armor on his shoulders, forearms, legs, and head and the huge, circular lock on his torso were all dark green. His head was fully concealed by head armor, but orange light illuminated out from the three slits in front. On top of his helmet was his black tricorne hat.

Gordon changed into a broad, yellow-armored being that stood ten-foot-tall and strongly resembled a cross between a robot and an armadillo. His yellow head armor was shaped like a Greek Corinthian helmet with two long gray ears. He also has a gray tail and jackhammer-like parts on his elbows, wrists, and hands. Brown hair poked out from the slots for his eyes on his armored head.

Henry's body increased to over thirty-feet-tall, his muscles became bigger and broader especially his upper body, and Stegosaur-like spikes extended from his back. His skin turned into a brown, reptilian hide while his underbelly was beige. The only trait from his human form was his clothes, which had grown with him.

The very last transformation was Ben, who had transformed into a yellow, fat blob-like alien wearing only a pair of green underwear with white stripes on it. He has elephant-like feet with three toes and bear-like hands with three claws. On his forearms and head were yellow wart-like bumps. The Omnitrix dial was positioned on his bellybutton while the Fairy Tail emblem was marked in black on his left shoulder.

After his transformation, the Omnitrix had ceased firing green electricity. Ben fell to his knees and panted heavily. The agony he'd felt from before had quickly vanished, and it was an immense relief for him. However, after a moment, he began to take notice of his new form.

He moaned in disappointment and slight disgust. "Aw man! This guy is The Worst form I've ever seen."

Erza and the other non-transformed Fairy Tail mages started in shock and bafflement at this spectacle. Their eyes were wide and their jaws had dropped. Their friends and the three Dark Guild mages had just been turned into what appeared to be versions of Ben's aliens. But how could this be?

Magtartus groaned. That blast had stung a bit, but it was nothing he couldn't handle. However, the lava wizard did feel different. For some odd reason, Joe felt heavier and…more powerful. Finally, he took notice of the strange armor adorning his body.

'Curious. Where did this armor come from? And why do I feel...so powerful?' Joe pondered.

The lava mage looked over to his lackeys and, needless to say, he was dumbfounded by their drastic changes in appearance.

Magtartus immediately turned his glare toward the short, fat yellow creature lying on the ground in front of them. He realized that the green ray was responsible for their current forms, and that it had fired from this creature.

"What did you do to us?" He demanded. "You've turned us into freaks!"

Natsu staggered toward the group; although, his now round and bulky body made it harder to walk. "Seems like an improvement if you ask me," the Dragon Slayer retorted.

Magtartus clenched his fist, and without hesitation, he held out his arm and fired a bright orange beam from his armored hand.

"NATSU!" Erza shouted as she rammed into Natsu's big body and pushed him to the ground in time to avoid the beam. Magtartus's ray struck another unfinished section of wall, instantly melting it to magma, and carved a deep trench in the ground behind it.

"HEY! Stop wrecking our Guild Hall!" Macao yelled.

"Yeah, we haven't even finished it yet!" Wakaba added.

Magtartus did not respond, he brought up his hands to his face and appeared to be studying them keenly. He had only meant to fire a low-powered shot; however, his attack had melted an entire stone wall! The Rabid Weasel master couldn't do that while holding back before. Whatever had happened to him had definitely increased his powers.

All of a sudden, a light-bulb came on in Magtartus's head as he came to a realization. He addressed his men. "Gordon, Henry…I'm not sure what has happened to us but whatever it is, it has increased our magical abilities."

The now dinosaur-like creature and yellow-armored armadillo looked at Magtartus.

"I feel it too, Master. So…do we still want the Empowerment thingy?" Gordon inquired in a deep voice.

Magtartus didn't have to think very long to answer. "Of course! Just think, my boys…if we use the Empowerment Charm on our already enhanced bodies…nothing can stand in our way, not even the Magic Council." Though his face was hidden by his grill, anyone could tell that he was grinning evilly.

Gordon and Henry both sneered as well. The three transformed Dark Guild wizards took fighting stances.

Gray examined his new body with wide eyes and a gaping mouth. "What the hell?! What am I?"

"AAWWWW!" Lucy shrieked, prompting a few mages to cover their ears in pain. The former beauty looked at her short, chubby green body in utter trepidation and disgust. "WHAT HAPPENED TO ME? WHY AM I SO UGLY AND GREEN AND SHORT! OH NO…IT'S THE CHANGELING THING ALL OVER AGAIN…ONLY THIS TIME IT'S A LOT WORSE!"

Ben glanced over at Lucy, and countered, "YOU?! How do you think I feel!" He slapped the Omnitrix again and again, but was met with negative results. "What's up with this thing? Oh man…this is the worst malfunction ever."

"Listen up, Fairy Tail!" Joe roared. "This is your last warning! Hand over the Empowerment Charm now!"

Erza pointed her sword at Magtartus, her eyes blazing with fury. "We have no idea what this Empowerment Charm is!"

"You continue to lie? So be it," Joe glowered. "Men…take them down."

The three split up and charged in separate directions. Gordon headed toward Natsu, Henry ran to Elfman and Happy, and Joe took on Erza and Gray. Ben realized that in his current form, he was completely useless and a liability. With his short stubby legs, he dashed away from the imminent fighting.

But after running ten yards, he stopped and took a breather. He was pretty winded after a short distance. His fat body made it hard to run or do anything. "Crap! This…form…is…useless!" He gasped for air in-between each pause.

Natsu groaned in frustration as he tried to get back up, but his back was just too heavy. He tried countless times trying to push himself up but to no avail. After a moment, he got smart and rolled over on his stomach and used his arms to pick himself up. When he finally got up, he spotted Gordon stopping a few meters in front of him, ready to fight.

"Hey Ben, isn't that the drill guy you used when we broke the temple on Galuna, and when you dug that hole a while ago?" Natsu asked.

"Hmm…drills?" Gordon looked at his new mechanical hands and concentrated. To his surprise, his hands shifted into spinning drills. "Oh, thanks for the tip."

Gordon punched the ground and created a seismic wave that headed toward Natsu. The eruption of earth sent the now round bodied Natsu flying back until he smashed into an infrastructure post.

Ben sweat dropped, dumbfounded. "Don't tell him what he can do!" he admonished Natsu's idiocy.

Meanwhile, Erza re-quipped into her Flame Empress armor and engaged Magtartus. She let out a cry as she reared back her sword, preparing to bring it down on her opponent. Magtartus reached out and grabbed her flaming sword with one hand! To Erza's surprise, her blade didn't even scratch his armor.

The grill on Magtartus's face glowed brightly and, before she could react, an orange beam fired out and hit Erza. She cried out in pain as she went careening back.

"Erza!" Gray shouted.

He glared at the lava mage and got in a stance, placing his right fist over his open left palm. "Ice Make: Lance!"

Gray fired a barrage of icy lances at Magtartus; however, the Rabid Weasel master simply held out his arms and shot a radioactive beam. The lances were melted and evaporated into steam as soon as they came in contact with his ray.

The ice wizard's eyes widened further. He then mentally slapped himself on the face. He remembered this form. It was a version of Ben's NRG form. Ben had used it to melt Lyon's ice attacks back on Galuna Island, which meant his own ice wasn't going to have any effect on this guy.

"You're no match for me, insect." Magtartus said smugly.

He fired another energy beam, but out of instinct, Gray leaped nearly thirty feet in the air to avoid the beam. The transformed ice mage landed behind Magtartus, and then jumped at him. Gray rammed the lava wizard in the back with his forehead. The attack was strong enough to make Magtartus stumble forward and fall to his knees.

Gray took a moment to look at himself again. "Whoa. I can jump really good now, can't I?"

Magtartus recovered quickly and turned to face Gray. As Gray was busy observing his new body, the lava mage shot an energy ray from his grill. Gray went flying back from the blast, knocked into semi-consciousness.

Across the construction site, Elfman and Happy were facing off against a very big Henry, who strongly resembled Ben's Humungousaur form. Elfman glared at the brown-skinned dinosaur through his four yellow eyes.

"Look here, you may be bigger than me, but that doesn't mean you're manlier than me!" Elfman shouted heatedly.

Elfman cocked back his fists; however, since he was unexperienced with his extra arms, he accidentally swung back and hit Happy instead. Happy turned to him and growled angrily.

"Hey! Let me tell yah something Elfman Strauss, real man of Fairy Tail, Happy doesn't care how many arms you've got! Happy will take you down with both hands tied behind my back, then Happy will rip off your arms and tie those behind my back too!"

Elfman sweat dropped and blinked all four eyes in confusion. "Wait, what? That made no sense."

Happy narrowed his eyes at the four-armed Elfman and yelled, "I KNOW!"

Suddenly, Happy leaped at Elfman and tackled him to the ground. With his arms held behind his back, Happy began to head-butt Elfman repeatedly with strong force, keeping true to his word.

Henry, meanwhile, watched the scene in amusement. He chuckled lowly. "Ha-ha, funny kitty."

Lucy hid behind a table turned on its side with Levy. She was too scared to fight those three wizards that appeared to be transformed into versions of Ben's Take-Overs, especially in her current condition.

"OH…I'M SO SCARED! WHAT DO I DO? I CAN'T DO ANYTHING! I'M WEAKER NOW THAN EVER!" Lucy screamed.

"Lucy, calm down!" Levy exclaimed. "You're not useless. This form must have some kind of ability that can help the others."

Lucy turned to the blue haired girl, and asked, "Like what? Other than being totally gross."

Lucy's eyes then caught sight of a pile of stone reserved for constructing the walls. She licked her lips; for some reason, she felt quite hungry right now. Instinctively, she opened her mouth and allowed a few tentacle-like tongues to extend out and wrap around a few big stones. She pulled the oversized rocks into her mouth and amazingly swallowed them whole!

Levy's jaw dropped in awe. "You…you just ate four two-hundred pound stones!"

The Celestial mage slumped her shoulders and moaned. "Terrific…I can eat things bigger than me." she said sardonically.

Suddenly, Lucy felt her blobby stomach gurgle and growl. Without warning, she belched out four giant, green globs which hit the ground in front of Gordon, and ignited into powerful emerald explosions. The earth mage turned Armodrillo went flying back and landed back a few meters, smoke billowing from his armor.

The two girls starred dumbfounded. Levy was the quickest to recover as she kneeled down and patted her friend on the back with a smile. "See? You're not useless after all!"

"ARE YOU KIDDING ME?" Lucy cried, waving her short arms around indignantly. "Exploding puke! EEEWWW!"

Natsu stood up again, rubbing his aching head. He walked close to Lucy and Levy's position, and commented, "Are you kidding, Luce! That's awesome!"

Magtartus fired two beams from his facial grill at Droy and Jet, who attempted to charge at him. Behind the armor, the Rabid Weasel master smirked in satisfaction. He felt so strong and powerful, yet he had a feeling he had barely scratched the surface of what he was truly capable of.

"I don't know what you Fairy Tail wizards did to me, but I love it!" Magtartus yelled, firing an orange beam from his hand.

Suddenly, the ground between him and his opponents turned into a trench of molten lava from which no one could go near.

On the other side of the lava trench, Ben who was stuck in the form of The Worst, glanced around at the fight in concern. His friends and enemies have apparently been changed into versions of his transformations. Natsu had become Cannonbolt, Gray-Crashhopper, Happy-Rath, Elfman-Four Arms, and Lucy-Upchuck. Joe Magtartus, the apparent leader of the Rabid Weasels had been transformed into NRG, Gordon the earth wizard-Armodrillo, and Henry the titan wizard-Humungousaur.

How could this have happened? The Omnitrix has never acted this way before.

The short, yellow fat alien continued to watch his friends get beaten easily by the three, super-charged Rabid Weasel mages. Ben noticed that the aliens they had turned into matched perfectly with their specialties in magic; thus making them a lot stronger.

"This…is not good." Ben noted. "What can I do? The Omnitrix is out of commission, and I'm stuck like this!" He pulled on his flabby, yellow face for emphasis.

Suddenly, Ben felt a large hand wrap around his soft body and lift him up. Ben grunted as he fought against the strong grip, but it was pointless. He turned his gaze on Henry-turned- Humungousaur, who was smirking at him.

"Ooh! Look! A squeaky toy!" Henry squeezed Ben's body, causing the yellow alien to squeak loudly. The titan mage, who appeared to be low on the IQ scale, continued squeezing The Worst's body. "Ha-ha-ha, funny squeaky toy!"

The Worst groaned in discomfort as his body was squished tightly. "I…am…not…a…squeaky…TOY!" his body squeaked between each pause.

Magtartus turned his gaze to Henry. As soon as he spotted what was in his grasp, he smiled wickedly. He could demand all day for the Empowerment Charm and these Fairy Tail flies still wouldn't hand it over to him. But, Magtartus figured that if he held one of their own captive, then they'd have no choice but to surrender the relic.

"Henry, Gordon, disengage and stand by me!" Magtartus ordered. "And Henry, keep your grip on that thing in your hand."

The three wizard-turned-aliens ceased attacking the few Fairy Tail mages present and stood behind their master. Erza, who had just recovered from taking a radioactive beam to the abdomen, stood in front of the lava trench with her flaming sword held up. She quickly spotted Ben in the grasp of Henry.

"Release him this instant!" Erza commanded angrily, pointing her sword at Magtartus.

Magtartus rested his hands on his hips. "You are in no position to give us orders, Miss Titania." The Rabid Weasel master then spoke louder. "Now listen carefully, I want the Empowerment Charm and I know it's here! So here's how it's gonna be."

He gaze traveled to the Fairy Tail wizards who had been transformed into various creatures. He observed that they had no idea how to control their new bodies, which meant they could not engage them without losing. They were the perfect ones to bring him the object he desired.

"You five," pointing to Natsu, Gray, Lucy, Happy and Elfman, "you will bring me the charm at the old abandoned sawmill alongside the North River in the East Forest. I want it no later than midnight tonight."

"Why is it always midnight?" Natsu-Cannonbolt muttered as he scratched his head.

"Very well! Ten-o-clock then!" Magtartus exclaimed, overhearing the Dragon Slayer's comment.

"Natsu," Erza growled fiercely as her eyes glowed red, prompting him to yelp in fear.

The lava wizard continued in a threatening tone, "If you five bring anyone else with you or if you're even a second late, then your little plushy friend here becomes barbecue."

Erza had had enough as she leaped over the lava trench with her sword cocked back to its zenith. Even Natsu got in on the action as he instinctively rolled up into a pink ball and rolled forward; however, after a couple meters, he uncurled and lay on his back. His gray eyes were swirling and he looked ready to hurl at any moment.

"Seriously?!" Gray shouted incredulously. "You only rolled like two feet and you're already sick!"

Erza let out a cry as she held her sword over her head. Unfortunately, before the armor-shifting wizard could get to the trio, Magtartus's body illuminated brightly until a white flash blinded everyone. When the light disappeared, the ground shook when Erza's sword struck nothing but the earth.

The redhead's eyes immediately widened from surprise; this Joe Magtartus possessed teleportation magic as well?! She looked around and there were no signs of Magtartus, Gordon, Henry, or more importantly, Ben.

Titania glanced back at her friends-turned-aliens with a frown. The situation was not good at all.

…

East Forest

The North River cut through the lush woodlands of the East Forest, which were situated outside of Magnolia. Built alongside the river was an old, ragged stone mill. In the water was a wooden paddlewheel, which used to supply power to the mill; however, the wood was decayed and falling apart. Bits and pieces of the outside were cracking off, and layers of moss and various flora were growing on the outside walls.

The inside of the old sawmill was just as bad as the outside. Wooden girders across the roof were old and nearly rotten, barely managing to hold the roof up. The room was filled with rusty decommissioned saw machines, empty keg barrels, chairs, tables, and stacks of old lumber. Apparently, the mill had gone bankrupt years ago and led to its abandonment.

Suddenly, white light flashed in the building. When it disappeared, standing in the large room was Magtartus, Gordon, Henry and Ben. The latter was still being held in Henry's grip. Magtartus stepped away from his companions, taking a moment to focus on his powers. He concentrated and summoned heat into his hands, causing the armor surrounding his palms to turn bright orange.

"Incredible," Magtartus-NRG remarked, "I've never felt so powerful before."

"Master," Gordon-Armodrillo spoke up, "do you really believe it was wise to leave Fairy Tail without the charm? I mean, what if that entire Guild comes for us?"

The lava mage-turned-alien faced his subordinate. "If we had stayed longer, it would've only been a matter of time before more Fairy Tail wizards and Master Makarov showed up. We do not know our newly gained powers well enough to fight an entire magical Guild."

Gordon nodded in understanding.

"As for your second question, I do not believe they will risk harm to one of their own." Magtartus explained. "But we must remain vigilant."

Henry chuckled as he squeezed Ben some more. "Ha-ha, those Fairy Tail mages can all attack me at once and I'd still squash them all!" he boasted.

Ben smirked. "Don't be so sure of yourself, doofus. If there's one thing you don't wanna do, its underestimate Fairy Tail."

Gordon scoffed. "With our new powers, your friends have no chance against us. The five that got transformed too don't even know how to use their abilities."

"Yes," Magtartus inputted, "which is exactly why I demanded that only they could bring the charm to me. They are no threat to us."

Ben laughed. "Wow! I never knew you could tell jokes, but that one's a riot!"

Magtartus approached Henry and looked up at Ben trapped in his huge grip. "Watch your tongue, plush toy." The lava mage warned. "I could kill you with ease…right…now." His grill began to glow brightly to make his point clear. "However, I would also lose my bargaining chip with your Guild. So, for the time being, I want you out of my sight."

He looked around the room for a moment until he spotted something on the ground close by. The armored mage walked over to pick up an empty barrel and pulled off the lid.

"Henry, hand me that squishy creature." Magtartus ordered.

Murmuring quietly about not getting to play with his 'squeaky toy', the wizard-turned-Humungousaur handed Ben over to his master. Magtartus grabbed Ben by the flabby skin on his back and then stuffed him in the barrel.

"HEY!" Ben yelled.

The lava wizard then slammed the lid back on the barrel. Ben banged on the barrel walls, demanding to be let out, though his voice was muffled. Magtartus ignored his captive and sat on the barrel; it surprisingly held the weight of his new armor.

"You two guard the perimeter in case of a surprise attack." The Rabid Weasel master ordered.

"Yes master," the two wizard-turned-aliens replied.

As they walked out of the mill, Magtartus was left to contemplate. 'Soon…once I have the Empowerment Charm, nothing will stand in my way from gaining everything I desire.' He thought.

…

Back at the unfinished Fairy Tail Guild Hall, most of the present mages were beginning to panic. Why shouldn't they? Three wizards of an unknown Dark Guild had been turned into versions of Ben's aliens, making them very strong. In addition, they'd kidnapped Ben and threatened to kill him if they don't get something called the Empowerment Charm.

"Oh no, this is bad!" Levy panicked.

"Bad? BAD?!" Natsu shouted indignantly. "This is horrible!"

"We've been turned into these…these…THINGS!" Gray added.

"And the worst part is they've got Ben." Lucy said.

Hiding behind an incomplete wall, Juvia placed her hands over her mouth in horror and misery. "Oh no! My handsome prince has been cursed! Oh, how cruel this world is." She cried, a river of tears falling from her eyes.

Meanwhile, Elfman got up from the ground, where he and Happy had previously fought. He was rubbing his sore head and then fixated a scowl at a certain blue cat-turned-alien. "Real men fight with their fists, you cat! They don't slam their heads into their opponent's head repeatedly!"

Happy looked back at Elfman-Four Arms, and yelled, "Let me tell yah something, Elfman Strauss, real man of Fairy Tail, Happy is not a man! I'm the cat that's all that! I'm…the HAPPY ATTACK!"

Macao and Wakaba glanced back and cocked a brow. "Happy Attack?" the latter repeated. "That's lame."

"Aye," Macao agreed before slapping his forehead. "Great…now I'm starting to talk like Happy."

Natsu clenched his big fists in ire. "I'm gonna make those Rabid guys pay for what they did! They think they can just thrash our Guild Hall and steal our friend and get away with it?!"

"And what would you do about it? Roll up it in a pink ball?" Gray mocked sardonically. "Ooh, how scary."

The pink version of Cannonbolt glared back at the grasshopper-praying mantis hybrid that was Gray. "Scarier than a grasshopper with black hair, who happens to be in his underwear!" he retorted.

Gray immediately freaked out when he realized his pants were gone. Before the two could argue further, another timber post slammed into their heads, courtesy of Erza. The blow knocked Gray to the ground whilst the post merely broke against Natsu's armored head, though it did hurt him a bit.

"ENOUGH!" she yelled, her eyes blazing with fury. "We don't have time for this, you two." Erza let go of the lumber and swiftly re-quipped into her Heart Kreuz armor and got everyone's attention.

"Everyone, calm down," Erza commanded loudly, "panicking is not going to solve anything!"

Happy growled and approached Erza, pointing a finger at her. "Let me tell yah something, Erza Scarlet, strongest woman in Fairy Tail, nobody tells Happy what to do! Happy will tear all your armors apart and crush 'em into a tin can. Then tear that tin can apart and crush it… into a smaller tin can!"

Everyone in Fairy Tail sweat dropped at Happy's bold statement. Erza starred at the blue tiger-like cat in disbelief. No one had ever dared talk to her like that. She was surprised that Happy was the first one.

"What did you say?" Erza growled, her anger steadily rising.

"What's going on here?" an elderly voice asked.

The Guild turned to see Master Makarov standing at the unfinished entrance of the building. He was wearing a white shirt, orange pants and jacket, and an orange/blue stripped jester-like hat. He glanced around at the damage done from the fight between the Rabid Weasels and Fairy Tail, frowning.

The dwarf-sized master then noticed that Natsu, Gray, Elfman, Happy and Lucy had…new looks. Talk about déjà vu, except instead of switching bodies, this time, their own bodies had been transformed.

"Master," the Fairy Tail mages yelled together as they ran toward Makarov, the wizard-turned-aliens at the head of the pack.

"Hmm…" he looked at the five transformed wizards, and quipped, "I can see you kids aren't feeling like yourselves…again."

"Ha-ha," Gray crossed his arms over his chest, unamused.

Makarov's expression then became serious. "What happened here?" He asked evenly.

Erza explained chronologically how the Guild was suddenly attacked by the Rabid Weasels, Ben's Omnitrix going haywire and turning mages on both sides into versions of his transformations, and finally Ben getting kidnapped and held for ransom. She also mentioned the object they were after, the Empowerment Charm, and stating that if they didn't get it by ten tonight they would kill Ben.

Makarov's eyes widened at the mention of the Empowerment Charm. He hummed attentively, and responded, "The Empowerment Charm…yes…I believe I can feel its power nearby."

"Huh?" everyone remarked simultaneously.

"You mean that Empowerment thing-a-ma-jig is actually here?" Gray inquired.

"Wait a minute," Levy said as she held her chin in contemplation. "I wonder."

Before anyone could question her, the lithe girl dashed toward the cellar door. A minute later, she came back with the same golden trident trinket from earlier.

"When we finished our mission, we receive this along with our reward. I thought it was just a trinket, but…"

"That is no trinket." Makarov interrupted, extending his hand to hold it. Levy placed the object in his hand, allowing him to scrutinize it keenly. "This is it alright. The runes engraved on here are from an ancient language, they stand for words along the lines of 'growth' or 'increase' or…"

"Empowerment," Levy finished.

Makarov nodded. "Yes,"

"What? What do you mean?" Natsu asked, confused. "What is this thing, and why did those three creeps want it so badly?"

"The Empowerment Charm is true to its name. It increases the magical abilities of any wizard who wields it tenfold." He answered.

The group's eyes widened exponentially. Now they understood why the Rabid Weasels wanted that charm so much. Any magical relic with power at that caliber would definitely be on the list of items to acquire for low-lives.

"But I don't understand. Their powers were already increased when they got transformed like us." Lucy said. "Why would they still want the Empowerment Charm, even though they're stronger?"

Erza glowered. "They're like any other Dark Guild. They seek power so they can use it for their own personal gain and to harm others."

"Which is why the Empowerment Charm cannot fall into their hands," Makarov said.

"What about Ben?" Lucy asked, worriedly.

Erza turned to them, a determined look on her face. "We will rescue him and take down the Rabid Weasels."

"How? It's kinda hard since we're stuck in these forms!" Gray pointed out.

"Not necessarily," Levy gained their attention. "Maybe you can use your newfound powers to your advantage. Like the Rabid Weasels did earlier."

Erza nodded in agreement, and then turned to face the transformed wizards. "If we're going to save Ben, then you five must learn how to use your new abilities."

The five looked at each other for a moment and grinned mischievously, except for Lucy. As soon as she saw the other's facial expressions, her eyes widened.

"Oh no," she mumbled.

Natsu pumped his fist in the air. "ALRIGHT IT'S TIME TO START TRAINING!"

"Aye sir," Happy agreed.

The Dragon Slayer-turned-Cannonbolt honed his sights in on an unfinished stone wall. He smirked as he ignited his left fist with fire. He crouched low and jumped. "Fire Dragon Iron…"

He couldn't complete his proclamation due to falling straight back into the ground. In response, almost everyone laughed at the fire mage.

"What was that supposed to be?" Macao cackled from the bar.

"Did he mean to do that?" Wakaba wondered.

Gray smiled while shaking his head. "Natsu, you idiot, you're too heavy to jump high." His smile then turned smug. "As for me…"

Suddenly, Gray-Crashhopper crouched low before leaping high into the air, nearly fifty feet. As he descended, he aimed right for the incomplete wall that Natsu had been targeting. Before he hit stone, he put his right fist on top of his open left palm.

"Ice Make: Shield!" Gray chanted.

An icy, crystalline shield appeared out of his magical seal. The ice mage used it as a battering ram to hit the wall, promptly smashing it to pieces.

Makarov paled whilst his jaw nearly dropped to the floor. "WHAT ARE YOU DOING?! YOU CAN'T TRAIN HERE!" he screeched, waving his arms around.

Macao sighed. "I should have known they couldn't wait till the Guild Hall was rebuilt before they started destroying it again."

Fairy Tail's master was ignored as the transformed wizards continued bashing the uncompleted Guild Hall. Natsu got up and quickly spotted a stack of lumber across the site. The pink colored Cannonbolt held up his large hands to his face, taking a moment to think. He quickly remembered that this was the form that Ben had used to defeat him in their fight a month ago.

He recalled that this Cannonbolt form could roll up into a near-invulnerable wrecking ball, which could crush almost anything in its path.

Natsu grinned brightly when an idea came to mind. He rolled up into a pink ball again and shot forward. After twenty yards though, Salamander uncurled into his bipedal mode. His eyes were swirling as his motion sickness had returned. However, Natsu amazingly shook it off and regained his bearings quickly.

'That's odd. I went much further than the first time, and I don't feel as nauseous as before.' Natsu thought.

Shaking off his motion sickness, Natsu curled back up into his ball form and accelerated forward. This time though, he did not get as queasy as the last two times. He was okay enough to continue on. A few mages in Natsu's path cried out as they jumped to the side to avoid the giant pink ball.

When Natsu came close to the lumber stack, he yelled, "Fire Dragon Cannonball!"

Without warning, Natsu-Cannonbolt's ball form was covered in flames. The stack of timber exploded, instantly reduced to ash and burning wood as the pink flaming ball crashed into it.

"Whoa," Cana remarked. She was surprised enough to set her beer mug down. "He can set his ball form on fire?"

"And it seems Natsu isn't motion sick anymore." Mirajane noted cheerfully.

"He's a flaming cannonball!" Macao, Wakaba, Jet and Droy shouted at once.

Natsu continued to roll around in his ball form, thrilled that he was finally cured of his motion sickness. Gray kept jumping from a infrastructure post, to an unfinished wall, and the ground and back. He had to admit, though he looked like some kind of bug abomination, he certainly enjoyed jumping like this.

A robust, four-armed Elfman and a brawny Happy took a stance against one another, both smirking smugly. "I'm gonna show how yah how a real man fights, cat!" Elfman exclaimed, popping all four knuckles.

Happy pointed at Elfman, and stated, "Let me tell yah something, Elfman Strauss, real man of Fairy Tail, Happy doesn't need to know how a real man fights! Cause Happy fights better than any real man anyway!"

With their boasts out of the way, the duo charged at one another. Happy ran on all fours like an actual tiger before standing up and leaping at his opponent. Elfman reared back both of his right fists while Happy cocked back his own. When the two met, a small shockwave was created as the two powerhouses crashed into each other.

Meanwhile, Lucy and the normal wizards stood by and watched in awe and shock as the four mages exercised their new power. Erza, however, only observed them with her arms crossed over her armored chest and a neutral frown on her face.

"Whoa," Levy sweat dropped, "they sure are getting into it."

She flinched when Natsu, in his flaming ball form, and Gray, with an ice shield in front of him as he jumped, collided with one another. Both went flying backwards from the impact.

"As they should be," Erza asserted. "If we're going to rescue Ben, they must learn how to use their new bodies."

Lucy and Levy both looked at the redhead in confusion. "Wait, 'we'?" The latter implied. "You're going with them?"

Erza looked at the blue haired girl, and replied, "Of course. I'm not sitting by while my teammate is being held captive and is in danger."

"But Erza, didn't yah hear what that Magtartus guy said? If Natsu, Gray, Happy, Elfman and I bring anyone else with us, he'll kill Ben." Lucy said.

The Queen of the Fairies huffed lightly as she replied, "Don't worry. I have a plan; besides, I have to go with you. Ben would come to mine or any of our aid if we needed it."

Lucy and Levy both nodded in agreement, though they couldn't help but wonder what Erza had planned.

…

The day had gone by and nighttime had already arrived. The stars were twinkling while a waxing gibbous moon glowed brightly in the dark sky. Erza was leading the five transformed wizards along a worn trail in the East Forest that lead to the old, abandoned sawmill. They were still ten minutes away from their destination.

The group had spent all day training and learning how to control their new bodies. The work paid off as they had all finally learned how to wield their powers to a formidable extent around late evening. However, the incomplete Guild Hall suffered setbacks from the group's learning session.

Lucy was lagging at the back of the group. Her short, stubby legs made it hard to keep up. "Aww…this bites. I hate being like this." She moaned gloomily.

"Don't sweat over it Lucy. Once we save Ben and take down these Weasel jerks, we'll be back to normal in no time." Gray assured.

"How do yah figure?" Natsu asked, unconvinced.

Gray glanced back. "What do you mean? Ben's watch changed us into these things. I'm sure he can change us back."

"Then why didn't he do it when the Rabid Weasels were attacking the Guild Hall?" Elfman pointed out. "I didn't see much, since I was being head-butted by someone." He shot Happy a glare. "But I could tell that he was having some kind of trouble with his watch."

"Meaning?" Gray asked.

"Meaning that he probably doesn't know how to fix this." Elfman answered grimly.

"What? NO! I can't…uh…we can't be stuck like this!" Lucy exclaimed.

"Let me tell yah something, Lucy Heartfilia, Happy loves being strong, mean, and powerful! Happy doesn't want to go back to being small and weak." Happy yelled, flexing his arms for emphasis.

"Enough!" Erza ordered, silencing the team. "None of that matters right now. We'll cross that bridge when we get to it, but right now our friend is in trouble and we must rescue him."

They looked at each other and nodded. As they continued down the path, Natsu asked, "Hey Erza, what is this plan of yours anyway?"

Before she could answer, the trail led the group to a thick patch of bushes. She gave them a hand signal, telling them to be quiet. Erza peeked through the foliage and spotted the old sawmill five hundred yards ahead through the forest.

She turned back, and whispered, "The sawmill is just up ahead. Lucy," she looked down at the small, green-skinned creature that was Lucy. "I need you to summon Virgo."

Lucy looked at Erza curiously. "Why?"

The redhead just narrowed her eyes, and lightly growled, "Just do it."

"Aye," Lucy squealed fearfully. She pulled off one of her golden keys from her key ring and held it out. "Open, Gate of the Maiden: Virgo!"

With the sound of a bell, a curvaceous pink haired maid with shackles on her wrists emerged from the ground. Virgo glanced down at Lucy and bowed; amazingly, she seemed unaffected by Lucy's transformation.

"You summoned me, princess? What can I do for you?" Virgo asked.

Everyone paused for a moment, confused as to why Virgo was acting as if nothing was wrong.

"Wait a second; you're not the slightest bit shocked that Lucy and the rest of us look like this?" Gray inquired incredulously.

Virgo glanced at Gray, and replied, "It is not my place to question how my master wishes to look like."

"I didn't wish to look like this!" Lucy hissed angrily.

"Virgo," Erza approached her, "Natsu once told me that he was pulled into the Spirit World when you were summoned somewhere else, is that correct?"

Virgo nodded. "Yes, by holding on to me he too passed through the gate."

Titania smiled. "Perfect."

…

Inside the sawmill, Magtartus was pacing side-to-side impatiently, muttering words too low to be heard by the others. In the last few hours, Magtartus had called upon the rest of the Guild in case of a possible attack. Nearly two dozen Dark Guild mages were in the building. Some were sitting on old barrels and stacks of lumber while others fought hand-to-hand for fun.

One of the wizards timidly approached his armored master, and asked, "Master, pardon me but…shouldn't the Fairy Tail wizards have been here by now?"

Magtartus ceased his pacing and turned to him. The mage took a step tentative step back. The glowing grill on Joe's helmet was kind of frightening.

"Patience, they're coming. I can feel the Empowerment Charm growing ever closer." Magtartus responded, clenching his right fist.

Right on cue, the main doors to the building opened. Henry and Gordon walked in with Natsu, Gray, Elfman, Happy and Lucy in-between them. The five mages looked over the old building and many wizards who were obviously Rabid Weasel members. Needless to say, the team wasn't impressed.

"They're here, master." Gordon said.

"This is your Guild Hall?" Natsu asked, unimpressed.

"We don't have a permanent headquarters. We're a nomadic group." Magtartus said. He stepped forward and paused as he scanned for the object he desired. "The Empowerment Charm, where is it?"

Lucy reached for her skirt pocket and pulled out a golden trident with silver runes engraved on it, connected to a golden chain. "Here. We kept our end of the bargain. Now let Ben go."

Magtartus glanced back at his followers. "Hey, throw that barrel over to me!"

A wizard picked up a wooden keg barrel and tossed it at his master. The Rabid Weasel master caught the barrel with both hands and sat it down. He ripped off the lid and pulled out Ben, who was still trapped as The Worst.

Ben groaned as he rubbed his head. "Hey man! I was taking a nap!" When his blurry vision refocused, he saw his transformed friends standing before him. "Guys?"

"Here he is. Now, give me the Empowerment Charm and I shall relinquish this plush toy to you." Magtartus stated.

Lucy walked forward, holding the golden trinket in her hand. As the transformed Celestial mage grew closer, Ben noticed the Omnitrix began to throw out sparks once again.

"Wait! Don't give that…whatever it is to him!" Ben protested.

"Quiet you," Magtartus seethed, tightening his grip on Ben's flabby skin.

Lucy stopped in her tracks, and smirked. "Jinx!" She quickly pulled out a key and yelled, "Open, Gate of the Maiden: Virgo!"

After the sound of a bell dinging, Virgo appeared out of thin air along with Erza, who was holding onto Virgo's shoulder. The redhead exhaled sharply as she breathed in much needed air. "That was…uncomfortable." Erza noted.

Magtartus took a few steps back in shock. "What just happened?"

"Re-Quip!" Erza shouted. All of a sudden, her body was shrouded in golden light as her armor disappeared. When the flash died away, Erza was attired in her Heaven's Wheel armor. Without warning, she reared back the sword in her hand and threw it. It struck Magtartus's arm, though it didn't pierce his armor, it did make him drop Ben.

"Attack!" the redhead commanded.

"OH YEAH!" Natsu roared, holding up his arms in a 'power up' fashion. "I'm all fired up!"

Natsu rolled into a pink ball and ignited flames all over his body. He shot forward like a bullet, and yelled, "Fire Dragon Cannonball!"

Gordon was too slow to react as the flaming pink ball slammed into him. The non-transformed dark mages ran out of the path of Natsu, crying out in surprise.

"Hey! Let me tell yah something, Natsu Dragneel, Son of Igneel, you better save some of the beat-down for Happy!" the blue, humanoid tiger-like cat charged after him. He managed to knock out a few Rabid Weasels while running to him.

Meanwhile, Gray and Elfman engaged Henry. Gray jumped high in the air and rammed his thick skull into the Humungousaur-like mage, making him cry out and stagger back. Elfman jumped up next and delivered two wicked right hooks, at the same time! The blow sent Henry flying back and crashing into the floor a few meters away.

"Oh yeah! Payback time!" Elfman proclaimed.

Erza and Lucy took a stance in front of Magtartus, who appeared to be radiating more heat. No doubt from the rage he was feeling.

"You tricked me!" he yelled.

"Lucy, it's up to us to stop this man." Erza stated, shocking Lucy.

"UH? Us? Fight him?" She exclaimed worriedly.

"It's a shame I'll have to burn that precious face of yours, Titania. On the other hand, I have no problem destroying that small, hideous creature standing by you." Magtartus remarked.

After that comment, Lucy glowered at him in indignation. "Okay, I'm in! This punk is going down hard!" she said determinedly.

As the fight waged on, Ben ran out of the way and took cover behind a few barrels. He peeked his head out from the side to survey the battle. Needless to say, Ben was impressed with how well his friends had adjusted to their new powers. They seemed to have mastered, or at least come close to that level, them already.

Ben tapped the Omnitrix dial again, but it did not respond. "Oh c'mon! I gotta help them! Why won't this stupid thing work?" He sighed. "Man, I could really use Azmuth's help right now."

Happy sprouted a pair of white, angel-like wings from his back and soared at Gordon. The earth mage was taken by surprise when Happy delivered a powerful right hook into his face. He slid back from the punch, but managed to stay upright. An angry Happy let out a yell as he flew at him again.

This time, Gordon was prepared as he cocked back his right jackhammer-like arm. When their fists met, a shockwave was created and Happy was sent flying back through the wall. Before the Armodrillo-like mage could continue his attack though, Natsu jumped at him from behind, intending to tackle him.

However, the earth wizard was ready as he pulled out his drills and swiftly dug into the ground to avoid Natsu's tackle. The second his body hit the ground, Gordon blasted back up with Natsu held above him. He tossed the Dragon Slayer-turned-alien aside, resulting in Natsu's body crashing into the wall and a pile of rubble falling on top of him.

A short moment passed before the debris went flying as Natsu charged out. He punched his fists together, summoning a fiery magical circle.

"I'm gonna blow you away!" His cheeks on his wide face expanded. "Fire Dragon Roar!"

A torrent of flames shot out from Natsu's mouth and headed straight for Gordon. The earth wizard dug into the ground again to elude the attack. The pink Cannonbolt turned his body side-to-side, looking for his foe.

"Where the heck did he go?" he asked no one.

Suddenly, the ground beneath him shook. Gordon then blasted out of the ground and punched Natsu in the back. He went careening forward until he landed on his front side.

"Idiot," Gordon muttered smugly. "You and your cat are no match for me."

Without warning, a primal yell caught Gordon off guard. He turned to the source only to be tackled by Happy.

"Let me tell yah something, Gordon Seismo, earth wizard of the Rabid Weasels. When you throw Happy through a wall, it just makes Happy mad!" the cat roared.

Gordon grabbed Happy by his shoulders and tossed him off. When he returned to his feet, he delivered a seismic punch that sent Happy flying back. Unbeknown to Gordon, the force from the blow caused a fish to fall out from Happy's knapsack; however, as Happy got back up, he quickly spotted it.

"My fish!" Gordon stepped toward Happy, crushing the fish beneath his foot without noticing. The blue humanoid tiger stared in shock. "You, you broke my fish." Happy clenched his fists as his eyes blazed with rage. He let out a deafening roar as he charged forward.

The earth mage was too slow as Happy rammed into him again, standing on top of him with an expression of pure rage. Happy began pummeling Gordon with punch after punch, all while shouting, "Let me tell yah something, Gordon Seismo, earth wizard of the Rabid Weasels, you can hurt me! You can hurt the things I stand for! You can even hurt my feelings if I had any. But no one and I mean no one hurts the fish!"

Happy picked Gordon off the ground, spun him around a few times, and once he gained enough momentum he threw him across the room into a pack of Rabid Weasels.

Ben watched the scene from afar and sweat dropped. "Seesh…all that over a fish?" He paused for a moment as he remembered something. "Then again, I was the same way when the Techadon wrecked Mr. Smoothy's."

Meanwhile, Erza and Lucy were in a bind as they continued to evade Magtartus's radioactive beams and the lava balls he was launching from his hands. Erza was easily able to outmaneuver his attacks by flying around in her Heaven's Wheel armor. Lucy, however, was using a different tactic.

When Magtartus held out his arm and fired a lava ball at her, Lucy jumped up and swallowed it! She then opened her mouth and hurled it back at him in the form of a green energy ball. The emerald puke exploded against Magtartus's armor, sending him sliding across the ground a few meters.

Erza struck next as she quickly summoned a few dozen swords around her. "Dance, my blades!" The blades around her began to spin rapidly. "Circle Sword!"

The sword took a disk formation and launched straight at Magtartus; however, the instant Erza's blades struck Magtartus's armor, they shattered into pieces. Erza was shocked to see her blades break so easily against Magtartus's armor.

'His armor is too strong for my blades to have any effect on him. The only thing that seemed to harm him was Lucy's explosive vomit.' Erza thought. Her brown eyes widened when an idea crossed her mind.

Still in midair, she turned to Lucy and summoned a dozen swords before propelling them at the Celestial wizard. Lucy screamed as the blades fired toward her. Before they could strike her, she instinctively opened her mouth wide and swallowed Erza's swords.

Lucy faced Magtartus and spat back out the swords, only this time, they were covered in green explosive bile. The lava wizard was unprepared when the swords ignited into emerald fireballs against his armor. The force from the explosions sent him flying back across the room.

Lucy looked back at Erza, and shouted, "WHY DID YOU DO THAT? YOU COULD'VE KILLED ME!"

"My circle attack wasn't powerful enough to harm him but your attacks could." Erza explained. "So I knew that using your attack to enhance mine would work. You thought so too. That's why you opened your mouth to swallow the swords, isn't it?"

"I didn't know what your plan was! I opened my mouth to scream at the swords flying at my face!"

"Oh," Erza said.

Gray hopped from floor to wall, easily avoiding Henry's punches.

"Missed me," Gray taunted. "First I'm here…" he jumped from the floor, to the roof, and then launched himself into Henry's head. "Now I'm here!"

Henry growled as he grasped his now aching head. Gray held out his hands, and chanted, "Ice Make: Lance!"

A bombardment of icy lances fired out from Gray's magical seal and collided against Henry. Though they did not pierce his tough, reptilian hide, they did make him stumble back. As the titan wizard staggered, Elfman jumped above him with all four arms reared back.

"This is how a real man wins a fight! Have a taste of not two, but FOUR Beast Arms!" After summoning an amethyst magic circle, Elfman transformed his arms into furry, animalistic arms and slammed them into Henry's face.

Henry collapsed to the floor, groaning in pain as he fell unconscious. Gray jumped a few meters to Elfman's right, and grinned. "I could get used to this jumping thing." But his grin then turned into a frown. "But…I'd rather be back in my human body though."

Elfman smirked. "I would too, but I could get used to these extra arms. THEY'RE MANLY!"

Happy growled as he ran at Gordon again. The Armodrillo-like wizard punched the ground, the piston on his jackhammer arm pumping in-and-out. A seismic shockwave, which cracked the earth apart, raced at Happy. The enraged cat was blown back by the erupting ground and the force of the seismic tremor.

Natsu was the next to engage, charging at him before curling up into a pink ball. He shot himself forward at Gordon like a bowling ball going down an alley, its target being a single bowling pin.

"Fire Dragon Cannonball!" Natsu's body was then covered in flames as he accelerated at his target.

Gordon stood stationary, unintimidated. He cocked back his right arm and pumped the piston on his forearm out. When Natsu came within range, he punched the pink, flaming ball. The force created a shockwave that sent both fighters flying back in opposite directions. A section of the roof collapsed to the floor where they had been standing.

Natsu steadily got up, his eyes still swirling from the hit. He quickly regained his bearings and honed his eyes on Gordon, who had also recovered quickly.

"You're not gonna get me with the same attack, you pink flunk!" Gordon stated haughtily.

Natsu smirked deviously. While he was training at the Guild earlier today, Natsu had created another impromptu attack other than 'Cannonball'. It was so powerful it was up to par with his 'Brilliant Flame' attack; in fact, it actually destroyed half of the unfinished Guild Hall. Needless to say, Master Makarov and everyone else were not too happy about it.

He rolled back up into his ball form and started spinning in place. After creating a deep furrow, Natsu shot up into the air and blasted through the roof. Gordon sidestepped the falling debris as he starred at Natsu, dumbfounded.

When Natsu reached his zenith mark in the air, his ball form was suddenly shrouded in hot, intensifying flames. "Fire Dragon Fireball Smash!"

Natsu descend toward Gordon at blinding speeds, a trail of fire in his wake like a falling meteorite. The earth mage was too shocked to react as the flaming pink ball crashed into him. The sawmill shook violently, a few sections of wall tumbled, and parts of the roof collapsed. When the dust cleared, a fifty foot crater was in the middle of the room.

Gordon lied in the center, his yellow armor dented and burned in places as smoke billowed off his body. "Ugh…" he groaned in pain.

Natsu unfurled into his bipedal form, and fist pumped. "Alright! And that's why you don't mess with Fairy Tail!"

The non-transformed dark wizards immediately panicked as the unstable building shook. They attempted to make a run for it but were stopped when Gray froze the floor under them, trapping their legs in ice. Before they could break free, Happy and Elfman ran over and knocked them all out. Now, the only one left standing was Magtartus himself.

Though no one could see it, Magtartus's eyes had widened in astonishment and disbelief. They were actually losing to these Fairy Tail wizards. Despite their increased powers, they couldn't best them this time around. Not when they'd learned to control their abilities.

Magtartus scowled. He should've just taken the Empowerment Charm on the spot earlier today, instead of giving them a whole day to prepare for battle. It was a crucial mistake, a mistake that Magtartus swore to never make again.

The NRG-like wizard yelled in frustration as he held out his arms. He fired two concentrated energy beams at Elfman and Happy, which sent them flying back and landing at Gray, Lucy, and Erza's feet; smoke billowing off their bodies. The trio glanced up to see that Magtartus's armor was glowing orange, except for the tricorne hat still on his head.

He unexpectedly punched the ground hard. Suddenly, the earth beneath him became very hot and molten. A few seconds later, a pillar of lava shot out from the ground with Magtartus standing in the center.

"UNBELIEVABLE!" Magtartus bellowed. "I will not lose to you pitiful Fairy Tail flies! Give me the Empowerment Charm now, or you'll be nothing more than ash!"

Natsu climbed out of the crater his 'Fireball Smash' attack forged and rolled over to the others.

"This doesn't look good." Gray noted.

Elfman and Happy shakily returned to their feet as they stared at the pissed off Magtartus.

"Is that all you got, Joe Magtartus, leader of the Rabid Weasels!" Happy challenged. "Happy has been around ice that's hotter than you!"

"Pathetic fools," Magtartus exclaimed angrily, the lava around him growing hotter. "You haven't seen anything yet!"

"Guys," Ben ran from cover and toward the group. When he got there, he put his hands on his knees and breathed deeply. "Listen…you…don't wanna…fight NRG, especially when he's this angry." He gasped for air in-between each pause.

"Let me tell yah something, Ben Tennyson, Happy is all about being angry! And Happy is not scared of anything, especially some guy in a metal suit!" Happy yelled.

"No, he's right!" Erza defended. "The heat coursing off him is staggering. It's too much for us to handle."

"What do we do?" Gray asked. "We can't just give the charm to him."

Ben groaned in vexation. "Aw man…if only the Omnitrix was working right. Then I'd use Big Chill and freeze this joker."

Suddenly, Erza's eyes widen as a startling realization entered her brain. She recalled when team Shadow Gear brought over the Empowerment Charm, Ben's Omnitrix malfunctioning shortly after, and the sparks the Omnitrix threw off when Lucy pulled out the charm. Erza processed this information and connected the dots.

"The charm," Erza said. "The charm is the cause of all this." She summoned a magical sword and held it firmly with both hands. "It must be destroyed!"

"WHAT?!" everyone, including Magtartus, shouted.

The redhead swiftly snatched up the Empowerment Charm from Lucy and tossed it into the air. Erza leaped high and soared toward the trinket, her sword cocked back. When Magtartus realized what Erza planned to do, he panicked.

"NO!" He directed his pillar of lava straight at her.

The armor-shifting wizard narrowly avoided the attack and pushed forward. She let out a battle cry as she struck the charm. As soon as Erza's blade struck the trinket, it shattered into pieces. As a result, an outburst of golden light exploded outward and sent Erza crashing into the ground. Everyone else was forced to shield their eyes from the blinding intensity.

This continued for several moments. The released energy from the destroyed Empowerment Charm vaporized the remaining portions of the sawmill's walls and roof until the entire building was gone, but the stone floor and everyone inside still remained unscathed. Finally, the golden light died away, revealing the night sky above and the many trees surrounding them.

Magtartus and the Fairy Tail mages uncovered their eyes when the light disappeared. The latter was a bit taken aback to see that the sawmill was gone. However, Ben ignored it and ran to Erza. She was lying in a shallow hole, her brows twitching in discomfort. When he got to her side, he shook her gently.

"Erza! Are you okay?" Ben asked, concerned.

He received silence for a moment, but then a groan emanated from her throat. She opened her piercing brown eyes and focused them on Ben. She smiled lightly, "I'll live. What about you?"

Before Ben could respond, a beeping noise caught his attention. He looked down to see the Omnitrix blinking green.

"Source of DNA protocol malfunction has been removed. Beginning auto-repair functions," the Omnitrix reported.

All of a sudden, the Omnitrix glowed brightly before it discharged a bolt of emerald energy that struck Elfman. In a flash of green, Elfman's extra set of arms and eyes disappeared as he was returned to normal. A few more rounds of green energy fired from the Omnitrix and struck Natsu, Gray, Happy, Lucy, Henry, Gordon and finally Magtartus. Once the flashes stopped, everyone had been changed back to normal.

Lucy examined herself and smiled brightly. "Yay! I'm my beautiful self again!" she cheered.

Ben's body was consumed by green light as he transformed back to human.

"Auto-repair has corrected all malfunctions. All systems available," the Omnitrix informed.

Ben looked at himself and smiled. "Yes! The awesome Ben 10 that you all know and love is back!"

Gray crossed his arms, and murmured, "No need to get so dramatic."

Erza smirked as she sat up. "I knew that would work."

Ben extended a hand and helped her out of the shallow crater. "What do you mean?" he asked, curious.

Erza smiled as she explained, "Somehow the Empowerment Charm was the cause of your Omnitrix's malfunction. Once it was destroyed…"

"It turned us back to normal!" Lucy concluded. She jumped in the air in a fit of excitement. "Woo-Hoo!"

Unlike Lucy, some were not so thrilled to be changed back to normal. One of them happened to be a small blue cat. When Happy realized he wasn't tall and strong anymore, he moaned in disappointment. "Aw…"

However, Happy wasn't the only one who was unhappy. Magtartus fell to his knees as he stared at his hands in shock and incredulity. Not only were his enhanced powers gone, but the Empowerment Charm had been destroyed as well. He had lost everything.

"No, no, no, NOOOO!" he hollered.

In the midst of his inward suffering, Henry and Gordon regained consciousness and approached their master. They too were very displeased with being changed back.

Magtartus got up and shot the Fairy Tail wizards a dangerous, fuming glare. "You…you've ruined everything!"

Natsu smirked. "Yeah, we tend to do that."

Ben usually would've been mocking the baddies too; however, after the hell he went through today, he was completely serious. "You attacked our Guild Hall, attacked my friends, and you stuffed me in a barrel for a whole day! Before this night is over, I promise, you are gonna pay big time."

"DESTROY THEM!" Magtartus ordered fiercely.

Henry increased his size to over thirty feet before charging at the group. Gordon stomped the ground, creating an earthquake that made the team fall over. Ben used his arms to catch himself from falling on his ribs.

The teen hero looked up to see Henry coming straight for them.

"It's Hero Time!" he shouted.

He activated the Omnitrix, selected an icon, and slammed down the dial.

After the emerald flash, standing in Ben's place was a seven-foot-tall humanoid with dark green, reptilian skin, broad chest and shoulders, and hunched forward slightly in an aggressive posture - similar to a caveman. It had pointy ears with a mess of spikey, white hair following backwards to the bottom of its neck. On the sides of the creature's head were a pair of yellow horns that angled upwards - resembling devil horns. In addition, it possessed strong, muscular arms with four-fingered hands with sharp claws at the end. It had humanoid three-toed feet with sharp claws in place of toenails. On the creature's back was a pair of green demonic, foldable wings that appeared to have a wingspan of ten feet. Sprouting out from behind was an alligator-like tail. The form's appearance was topped off with its clothing - a black vest with spikes on the shoulders and black pants, both marked with green angular lines - and black cuffs with metal spikes on its wrists and ankles. The Omnitrix dial was positioned on the being's chest.

When the transformation subsided, Ben looked at himself in surprise. "Whoa, my demon form? Nice!" He tapped his chin in thought. "What should I call him? Diablo? Nah, too obvious. Hmm…Demonclaw? Eh, that doesn't work for me. D-Man? No that sucks."

Ben was interrupted from his thoughts when Henry reared back his massive fist and aimed to bring it down on him. He unfolded his wings and took to the air, narrowly dodging Henry's punch that shook the ground. The Omnitrix bearer flew straight at Henry and delivered a wicked uppercut into his jaw. The strength behind the blow sent Henry flying back uncontrollably as he landed in the North River with a loud splash.

Still hovering in the air, Ben looked at his fists and smiled. "I got it! Beelzebash!"

Without hesitation, Natsu charged at Gordon. He was aiming for payback against the earth wizard. Gordon quickly spotted him and brought three pillars of rock out from the ground and threw them at Natsu.

The Fire Dragon Slayer leaped in the air and ignited his flames. "Your rocks aren't going to stop my firepower! Fire Dragon Wing Attack!"

His arms were covered in bright yellow fire. His swung his arms forward and the flames took the shape of dragon wings, which quickly destroyed Gordon's rock attack.

"What? NO!" Gordon shouted, his eyes wide with fear.

Natsu blasted fire from the heels of his feet, propelling himself forward like a missile. "Fire Dragon Sword Horn!"

The fire-propelled Natsu rammed his head straight into Gordon's gut. The force behind the attack created another crater, dust and ash flew up into the air. When the smoke cleared, Gordon was lying in a large hole with tattered and burned clothes, burns on his skin, and bruises. He let out a weak groan before he succumbed to unconsciousness. He was defeated.

"Yeah! I've been meaning to do that all day!" Natsu smiled widely.

Magtartus took a few steps back in caution. He'd just witnessed two of his most powerful followers get beaten easily. Perhaps these Fairy Tail mages weren't as weak as he presumed. Magtartus soon got over his fear and summoned a magic circle in front of him.

"Lava Blast!"

A ball of lava fired out from his magic seal. The others jumped out of the way, barely avoiding the molten projectile. Gray got to his hands and knees and returned to his feet. He ripped off his shirt and got in a stance.

"Ice Make: Floor!" He touched the floor, instantaneously freezing it with Magtartus's legs trapped in a thick sheet of ice.

Elfman was the next to attack as he charged straight for Magtartus. "Beast Arm!"

The white haired brute's right changed into a hulky, furry appendage that belonged to a beast. Magtartus was too slow as Elfman sent a powerful right hook into Joe's face. The punch broke Magtartus free from the ice, but sent him careening back uncontrollably.

Beelzebash swooped down and grabbed Magtartus by the back of his red coat. As he spun around to gather momentum, he shouted, "Hey Erza, batter up!"

Golden light consumed Erza's body as she re-quipped. When it died away, she was attiring a baseball uniform comprised of a pair of tight white knee-length pants, a yellow shirt with the Fairy Tail emblem emblazoned in black on her left breast, and a yellow hat. A red magic circle appeared in Erza's hand as she summoned a ten-foot-long wooden bat. Amazingly, she seemed to hold up the large, blunt object without any difficulty.

"Whoa! That's a big bat!" Lucy remarked.

"Aye," said Happy, "Erza's bringing the pain!"

A fearsome yell escaped the Queen of the Fairies throat as she reared the bat back and swung it forward. She hit Magtartus perfectly and sent him flying high, straight back toward Beelzebash. Beelzebash clenched his fists and suddenly a black magic circle appeared in front of his hands. Remarkably, when the seal vanished, his fists were coated in black flames with a hint of green on the outside. Ben glanced at the ebony fire and cocked a brow in bewilderment.

'I have magic fire powers? Sweet!' Ben thought.

Beelzebash brought both fists together and held them over his head. "Hey Magy! I you know you like lava, but how about you try a taste of my Demon Fire!"

The dark flames shrouding Ben's fists grew more intense and bigger. When Magtartus flew into range, he brought his fire-coated fists on top of him. With a loud boom, Magtartus was launched downward and collided with the ground hard. Rocks and dirt were thrown up as the impact created yet another crater in the already totaled sawmill.

A moment passed, and when the dust cleared, Magtartus was lying at the bottom of a twenty foot deep hole. He groaned in defeat before his head rolled to the side. Joe Magtartus, the master of the Rabid Weasels, had been defeated.

Beelzebash grinned and fist-pumped. "Oh yeah! Now that's winning Demon style!"

…

An hour later, the Rune Knights had arrived on scene. Henry had been fished out of the river while Magtartus, Gordon, and the other Rabid Weasels were apprehended by the Knights. As they were loaded away into the prison wagons, Magtartus, whose wrists were bind together with magical cuffs, glanced back at the Fairy Tail wizards; more specifically, Ben.

He inwardly promised himself he would seek vengeance. No matter how long it took, he swore that the Take-Over mage would suffer.

The Rune Knights paid the group a sum of eighty-thousand jewels. They were confused until the captain of the group explained that the Magic Council had a warrant for the Rabid Weasels' arrest, and anyone who helped bring them to justice would receive an eighty-thousand jewels reward. Without argument, the group accepted the reward and headed back to Magnolia.

The team was now walking down a dirt road that lead straight back to Magnolia. Along the way, Natsu was cheering loudly as he ran around with his arms held high.

"Oh yeah, we won! And I don't have motion sickness anymore!" the pink haired wizard shouted.

"Huh?" Ben said, confused. He turned to Lucy, and asked, "What is he talking about?"

"When he was Cannonbolt he didn't have motion sickness." Lucy sighed, exasperated. But then, she perked up and chirped happily, "Aw…it feels so good to be beautiful again."

Ben looked back at the happy Natsu, holding his chin in a contemplative manner. "Hmm…Cannonbolt's DNA must've made him immune to motion sickness, but…since he's back to normal…"

Suddenly, Ben's line of thought was interrupted when a car drove up and stopped by the team. This was a shock to Ben since he didn't know that this world had cars. It looked like an old 1920s brown Model-T. The man in the driver's seat up front had a strange gauntlet-like coupling on his left wrist.

"You people are from Fairy Tail, aren't yah?" the man asked.

Erza nodded. "Yes, we are."

The man smiled. "I'm a big fan of your Guild. Would you all like a ride back to town? It's no trouble at all."

After hearing the man's request, Natsu beamed brightly. "Sure thing, buddy! Alright! Now I can ride around without getting nauseous."

"Uh…Natsu," Before Ben could warn him, the others jumped into the passenger compartment, quickly thanking the man. They were all tired and anything to keep them walking a few miles was a blessing. Erza grabbed Ben's wrist and pulled him in into the car, making him sit by her.

"C'mon. I'm tired and I can't walk anymore. Besides," she turned back to the brunette, and grinned, "He'll figure it out soon."

Ben looked at Erza in surprise. How did she figure it out? Was she just that smart?

The car shifted into drive and accelerated forward down the old dirt road. Immediately, Natsu's elated attitude vanished as he sunk in his seat. His eyes were swirling and he looked like he was ready to hurl at any moment.

"Oh no…" he moaned.

"Ha! What was that about not getting motion sickness again?" Gray taunted.

Ben turned to Gray and sighed, "Where are your clothes?"

True enough, Gray had miraculously stripped into his boxers in the blink of an eye.

"OH CRAP!" the ice mage panicked.

"How come Natsu's motion sick again?" Lucy wondered.

"Now that Cannonbolt's DNA is no longer within Natsu, he is no longer immune to motion sickness." Erza explained.

Ben looked at Erza, impressed. "Yeah, how'd you know?"

The redhead turned to the Omnitrix bearer, and smirked, "Just a theory I had."

On the way back, Gray asked Ben a question. "Hey Ben," Gray said, "When you first turned into that demon form of yours, why were you so concerned with thinking up a name?"

"I am also curious about that." Erza agreed. "You almost let your guard down back there. And for what, just to think up a name for your transformation?"

Ben smirked. "Key word: almost; I didn't let my guard down. To answer your question though, I name my forms because that's half the fun!" he replied joyfully.

Erza smiled. It seemed Ben was just as boisterous as Natsu, only he had a bigger brain than her hot-headed guild mate did. She glanced over to Natsu, who leaning out the window and emptying the contents of his stomach.

Half an hour later, the team finally made it back to Magnolia and thanked the man who had given them the ride. Usually they would all head back home to get some needed rest, but Master Makarov was expecting them back at the Guild.

Ben, of course, was a bit confused as to why there seemed to be more damage now than before when he was kidnapped. Before he could ask, Erza seemingly read his thoughts and answered that Natsu, Gray, Happy, Lucy and Elfman needed to train to learn how to use their temporary abilities.

Ben scanned the area with one sweep and immediately believed her. There was broken posts that seemed to have been smashed and burned simultaneously, no doubt thanks to Natsu. Unfinished stone walls had collapsed and there appeared to be markings on the ground, indicating a brawl had taken place. The teen hero glanced at Happy and Elfman and quickly connected the dots. He also spotted a very large crater at the back of the Guild. Ben quickly realized that that was Natsu's doing too.

Makarov, Mirajane, Macao, Wakaba, Levy's team, and Reedus were the only wizards present. Everyone else had turned in for the night. Erza explained what happened during their rescue mission starting from their fight with the Rabid Weasels, the Empowerment Charm's destruction, and finally the Omnitrix returning everyone to normal.

Meanwhile, hiding in the shadows, a certain blue haired stalker was rejoicing. "Yes, yes…the curse has been lifted. My handsome prince has returned!" Juvia cheered.

"Hey Elfman, you gonna miss having four arms? I mean, you were a lot stronger and more imposing with them." Droy asked.

The white haired giant of a man shook his head, and replied, "Nah, a real man just needs two."

Ben was sitting by the bar, sucking down a cold fruity drink as he reminisced on today's events. Today had been….well…pretty strange, especially for Ben. Nevertheless, he inwardly shrugged and accepted it. He had a feeling that stranger things were bound to happen in the future.

The teen hero stopped drinking and looked at his beverage. Soon, very soon, Ben planned to correct the zero smoothie problem in this universe. Ben was brought out of his musings when Happy landed on the countertop in front of him. The blue cat was on his hands and knees, begging.

"Please, please, Ben! Turn me back into Rath! I wanna be big and strong again!" Happy pleaded.

Ben sighed in annoyance. On the way back to the Guild Hall, Happy had been relentlessly begging Ben to turn him back into Rath. Each time he had said no, but the blue winged cat didn't know when to give up.

"Happy," Ben said sternly, "for the last time, no. Besides, I couldn't turn you back into Rath even if I wanted to."

Happy's shoulders slumped as a crestfallen expression cast over his face. "Aww…" he moaned.

Seeing Happy's sadness, Reedus, a big plump wizard who practiced Picto Magic walked over to him. "Don't be so down, Happy. Here," he handed Happy a canvas. "Maybe this will make you feel better."

Happy took the painting and looked at it. It was a painting of Happy in Rath form pushing against Elfman in his Four Arms form, both of them wrestling in a deadlock. Instantaneously, Happy smiled widely as his usual joyful demeanor returned.

"It's me! As Rath!" Happy cried excitedly.

"Oui," Reedus nodded.

Ben smirked and responded, "There. Now you'll never forget being turned into Rath." He then muttered inaudibly, "and maybe you'll stop begging me to turn you back into him."

Happy didn't seem to hear Ben as he continued admiring the painting. "Thank you, Reedus!" the blue cat said.

"Oui," the rotund wizard replied before walking off.

As Happy stared at the painting, Ben heard someone approach them. He turned to see Erza standing behind him, her arms crossed over her armored chest and, though she appeared calm, her eyes were glowing red and portrayed her violent mood. Ben, however, noticed that Erza's glare was not focused on him, but rather a certain blue cat.

"Happy," Erza growled, immediately making Happy yelp and turn around to face her. "We need to have a little discussion about how you talked to me earlier today."

Happy realized what she meant. During their training, Happy's aggressive personality made him talk back to Erza and threaten to crush her armor parts into a tin can. Now that he was normal again, the strongest woman in Fairy Tail was confronting him and she didn't look the least bit happy.

The azure cat screamed in terror as he clutched onto Ben's shirt, desperately pleading, "PLEASE BEN! CHANGE ME BACK TO RATH! CHANGE ME BACK TO RATH!"

Ben sweat dropped in response.

Meanwhile, Master Makarov was sitting on a barrel. His eyes were closed as he thought over everything that happened today. "Though it is a relief that the Empowerment Charm was destroyed and the Rabid Weasels were arrested, we have a bigger crisis on our hands." He opened his eyes and examined the construction site. Nearly three-fourths of the stone walls had collapsed, lumber posts for the infrastructure were burnt to a crisp, and there were several craters in the ground across the site. "THIS GUILD HALL IS IN AN EVEN BIGGER MESS THAN BEFORE!" He shouted furiously. "You kids are working double shifts tomorrow until all this damage is repaired!"

Ben overheard the dwarf-sized master and groaned in displeasure. "Aw man. It's official… today's the worst day ever."

…

A/N: Holy Moly! This is the longest FanFiction chapter I've ever written. NO JOKE! Don't count on updates this long to happen again. There's no way I can do something like this all the time. Anyways, what'd y'all think?

I hope my three OCs didn't ruin it for yah. If it's any consolation, Joe, Gordon, and Henry were one-time guys and I'll probably never bring them in again. Although, I do have an idea of bringing them back later down the road. That's only if you guys want me to. If not, then I won't.

For those who are wondering about my OCs personalities, Joe Magtartus is power hungry and selfish. Gordon is average intelligence, follows orders, and is smug. Henry is well…a brute and is very dumb. Yeah, there isn't much to go on since I really didn't get into their personalities much.

So what'd you all think of Beelzebash? Yes, he has magic fire powers. I figured I'd make his demon form more interesting and give him those abilities. I'll be implementing Beelzebash more in the Ben VS. Erza chapter and you'll find out that Beelzebash can wield his Demon Fire to do other awesome things.

Okay, I have three announcements to make…again. First, instead of devoting my time to one story, I'm going to alternate between them so I am not stuck on just one for an extended amount of time.

Two, I am putting up a poll on my profile to decide Ben's title name. Natsu is called Salamander and Erza is called Titania, Queen of the Fairies. I believe Ben is definitely worthy of a title. However, before I put up the poll, I want to hear all of your suggestions. I'll be taking suggestions until May 10, and then the poll will go up.

Three, TallGuy94 was awesome enough to create cover-art for the Tower of Heaven arc and the others arcs to come. Whenever I get to the Tower of Heaven arc, I'll upload it and place a link on my profile page that should take you to TallGuy94's Deviant Art page.

Again, another shout out to Star Saber21! He was a big time help in this one-shot.

NOTICE: if you or anyone else was harmed by laughing and/or choking on something because you laughed so hard, Ultimate10 is not liable and cannot be tried.

Next chapter: Ben vs Erza

After that: Pits of Infernus, Part I

Okay, please leave any comments and/or critique in the review box. Until next time…