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

15. Chapter 15

A/N: Just wanted to say that the poll to determine Ben's epithet is on my profile page. It will stay up until June 1. That gives you all plenty of time to submit your vote.

Okay, I just wanted to say, YAY!

The last chapter was a success! Chapter 14 got up to forty positive reviews. That's an awesome feeling.

Kudos for your help, Star Saber21! Keep in mind my good readers; Saber has given me a couple suggestions for several other original one-shots. For the ones I do, they will take place after the Fighting Fest arc. Yeah, I know it's a long ways from now but you can't rush perfection.

WARNING: this chapter contains smoothies, fighting, and women's breasts.

You have been warned now on with the show!

…

Ultimate Fairy

Chapter 15: Ben vs. Erza

…

Behind the bar in the Fairy Tail Guild Hall, Grey Matter had several items neatly grouped in piles across the countertop. He had an assortment of metal mechanical parts, bolts and screws, a glass cylinder-shaped tank, various hoses, cooper wire, and a lacrima crystal. At his side were tools such as a screwdriver, pliers, and a tiny hammer.

Grey Matter held his chin as he looked at the piled items, humming while doing so. He examined each part he had collected and memorized them. Once he finished scrutinizing the materials, he closed his eyes and put together a blueprint in his mind. After a moment, he opened his eyes back up and smiled impishly. He had everything he needed to begin his project.

Nearly three days had passed since the Ultimate Team and Elfman defeated the Rabid Weasels and the Omnitrix's malfunction was corrected, turning the affected mages on both sides back to normal. For the team's part in bringing the Dark Guild to justice, the group received an eighty-thousand jewels reward from the Rune Knights. Unfortunately, most of that money went to purchasing new materials to repair the damage done by the Rabid Weasels and the Fairy Tail wizards who were transformed into versions of Ben's aliens.

They were a bit bummed but understood fully; after all, the destruction inflicted on the still incomplete Guild Hall by them was considerable, especially the damage Natsu made while he was in Cannonbolt form. However, even after draining most of his reward on building materials, Ben was still left with enough to acquire most of the aforementioned objects before him. The rest had come from the storage area in the Guild Hall's cellar.

"He-he," Ben cackled mischievously, rubbing his hands together, "everything mechanical-wise is here. Time to get started,"

Grey Matter immediately got to work on constructing a metal cube, which would be the main body of the device he was building. It was made from the metal panels he had gathered. Once it was finished, he threw in a variety of mechanical parts, tubes, hoses, wires, and lastly the lacrima crystal within the cube. Ben jumped in next and began arranging and connecting the various parts.

An hour passed and the rest of the Fairy Tail gathered at the still incomplete Guild Hall. Some were helping in the construction while others were taking breaks by relaxing at the bar; more specifically Cana, who was chugging down a barrel of beer. Later, the rest of the Ultimate Team arrived on the site and approached the bar area.

Natsu burped out a torrent of fire. "Man, that was a good breakfast." He noted; a satisfied smile on his face.

"Aye sir," Happy replied, flying right by.

"I wonder why Ben couldn't join us though." Lucy pondered.

Gray shrugged. "I went to ask him this morning but he wasn't anywhere in my house."

"That's odd." Erza commented. "I wonder where he could be." Then, without glancing at Gray, the redhead ordered sternly, "Gray, put your clothes back on."

The ice wizard blinked before he looked at himself. True enough, he had stripped down to his boxers. "CRAP!" he panicked.

Natsu laughed hard at his rival. "Ha! What a loser!"

Gray glared back and got in the Dragon Slayer's face. "WHAT'D YOU SAY, PYRO!?"

"I SAID YOU'RE A LOSER, YOU ICY PRICK!" Natsu shouted back with equal rage. "YOU GONNA DO SOMETHING ABOUT IT?!"

Suddenly, before a brawl of fire and ice could break out, Erza appeared by them and slammed their heads together hard. They promptly collapsed to the ground next to each other while the red bumps on their foreheads throbbed in pain.

"No!" Erza yelled. "You've already caused enough damage to the Guild Hall. There will be NO fighting! Am I clear?"

Natsu and Gray both groaned before they replied, "Yes ma'am."

"Erza's super serious today." Lucy commented.

"That's Erza for yah." Happy replied.

Mirajane walked by the team, carrying two items. The first item was a wooden box filled with bananas, strawberries, kiwi, pineapple, and various types of tropical fruits. The second was a large tub of plain yogurt.

"Good morning, you five," Mirajane greeted cheerily.

"Hey Mira, good morning to you too," Lucy replied.

"What's with the box of fruits and the yogurt?" Erza inquired curiously.

"Oh, I got these for Ben. He needs them for a little project he's working on right now." Mira answered, smiling brightly.

Natsu and Gray grunted as they returned to their feet, rubbing their sore heads while doing so.

"Ben's already here?" Gray questioned.

"Do you know what kind of project he's working on?" Lucy asked.

Mirajane tapped her chin in thought. "No," she said, "he just said he was fixing what he thought of as, and I quote, 'the biggest problem in this world'."

"Huh?" Natsu, Gray, Lucy and Happy remarked in confusion. Question marks appeared over their heads. Erza cocked a brow, curious as to what Mira meant by that.

Natsu scratched his head. "Biggest problem in this world? What could that be?"

"Maybe he's trying to increase the fish population?" Happy suggested; a hopeful expression on his face.

Lucy sweat dropped. "I wouldn't bet on it, Happy."

"Do you know where he is?" Gray asked.

Mira smiled. "Yes. He's over here behind the bar. C'mon I'll show you."

The beautiful white haired maiden led the team to the bar area. On the countertop behind the bar was a cube covered by a green tarp. From inside the tarp covered box, they could hear a hammer banging, parts being screwed together, and a voice muttering technical gibberish that no one could understand. Mirajane set the box of fruits and yogurt tub down close to the tarp covered box, and then tapped on it.

A small, grey-skinned humanoid with a bulbous head pulled up the cover and walked out onto the counter. It wore a green jumpsuit with a black collar and belt. A familiar green hourglass disk was displayed on its back.

Grey Matter spotted the ingredients Mira had procured for him and smiled. "Thanks for getting the ingredients, Mira."

"My pleasure, Ben," Mira chirped.

"Ben, what are you doing?" Lucy asked. "You missed breakfast with us."

"And you sneaked out of my house without a word this morning too." Gray added.

"Oh," Grey Matter scratched his neck sheepishly. "Sorry about that. I just couldn't wait to get started on this project. I've gathered enough materials from the Guild Hall's cellar and purchased the rest with what I had left from my cut of the reward for bringing in the Rabid Weasels."

"What exactly are you doing?" Erza inquired, eyeing the tarp covered project inquisitively.

Grey Matter smirked. "You'll find out soon enough. I just need to finish the refrigeration system and inaugurate the power source."

"Mhmm…yum…yum," Grey Matter looked over to his right to see Natsu helping himself to the fruits Mira had gotten him. "Yeah, I have no idea what you just said." he muffled through the food in his mouth.

Ben's left eye twitched in irritation. "Hey! Cut it out, Natsu! I need those!"

"Can't help it," Natsu replied, taking a bite out of a banana. "I'm hungry."

"HUNGRY?!" Lucy demanded angrily. "You just ate four plates of food this morning!"

"Natsu, I'm warning you." Grey Matter said threateningly. The tone in his voice portrayed that he was not kidding around.

Natsu snorted. "Yeah right. Like I'm supposed to be scared of that tiny form," The Dragon Slayer continued chowing down on the delectable fruits.

Grey Matter narrowed his eyes at the pink haired wizard. "Oh yeah?"

The five-inch-tall alien jumped onto Natsu's shoulder, bent down, and pinched a specific nerve. Suddenly, Natsu's eyes popped open as he fell backwards in a limp heap. Everyone looked on in shock and surprise.

"WHOA!" Happy exclaimed. "Ben just beat Natsu by grabbing his shoulder!"

Grey Matter jumped back onto the countertop and wiped his hands together. "Hephestan Neuro Grip," he explained, "it's useful for subduing all matter of prey."

Some of the other Fairy Tail wizards had also witnessed the scene. Wakaba and Macao, who were sitting at a table enjoying their beer, stared in awe and disbelief.

"Whoa," Wakaba gapped, "did you see that?"

"He just took down Natsu by touching his shoulder." Macao added in equal shock.

Erza looked on with wide eyes. She too along with the other mages who witnessed the spectacle was dumbfounded. Another part of her was impressed that Ben had defeated Natsu with such a small form.

On the floor, Natsu gritted his teeth as he tried to move his body; however, to his confusion, his muscles wouldn't respond. "What…did you do? I can't move!"

"I grabbed a certain nerve that would cause instant body paralysis. Don't worry it's temporary. It'll wear off in like ten minutes." Grey Matter responded. He turned his back and smirked. "Maybe next time when I warn you not to do something, you'll listen."

Natsu turned his head to the side and muttered incoherently, an angry expression on his face.

"That's one heck of a grip." Cana commented from her barstool.

"No kidding." Gray agreed. The ice mage then looked at his hand. "I wonder." He reached out for Cana's shoulder, but the brunette beauty swiftly elbowed him in the gut, causing him to double over in pain.

"Don't even think about it." Cana said as she resumed her drinking.

"I still can't believe something so tiny beat Natsu." Elfman muttered.

Grey Matter glanced back at the white haired giant and stated, "One's strength is not measured by their size, but by the size of their strength."

Erza smiled in agreement and admiration. Those were wise words indeed.

Elfman seemed to agree with Ben's logic, and remarked, "HA! Now that's manly!"

He slapped the Omnitrix teen on the back. Grey Matter cried out as the slap sent him flying across the counter. The little alien then smashed dead center into Erza's breastplate. He stuck on her chest-plate for a few moments before he let out a groan and fell to the floor.

Erza kneeled down and picked up the small alien, who had swirls in his eyes, and cradled him in her armored hands. She then glared at Elfman, who sheepishly rubbed the back of his head. "Uh…whoops,"

A minute later, Grey Matter recovered and resumed his work on his project behind the tarp. The Ultimate Team, minus Natsu - who was still on the floor - sat on the barstools, waiting patiently for their friend. They were curious as to what Ben was making. After all, Ben did say it was something that would solve the biggest problem in their world.

As Grey Matter worked on his project, they heard him laugh maniacally behind the tarp. This, in turn, caused Lucy to jump back in fear, earning a few laughs from the Fairy Tail wizards present. Happy let curiosity get the better of him as he tried to sneak a peek under the tarp, only to get whacked in the head by Grey Matter's small wrench.

Ten minutes passed and during that time, Grey Matter had finished his work on the actual project and was carrying fruits and yogurt under the tarp. The others only looked on in bewilderment, unsure of what Ben was doing. The sounds of a motor caught them off guard and only piqued their curiosity further.

Finally, when the motor stopped, Grey Matter finally stepped out from behind the tarp.

"Okay," he said proudly, "it's done."

Ben's team – minus Natsu who was still on the floor limp – Mira, and Elfman approached the bar. Cana, who was drinking a mug of beer, turned her gaze to the group. Grey Matter hopped to the floor and tapped the Omnitrix dial on his back. In a flash of green, he reverted back to his human form.

"So what's this project you've been working on?" Elfman asked, folding his arms over his broad chest.

Ben smirked as he grabbed the green cover. "Ladies and gentlemen, may I present…"

Happy flew and clutched onto Ben's shirt. "PLEASE JUST SHOW US ALREADY!" he shouted impatiently. "The suspense is killing me!"

Everyone sweat dropped in response. "A little much, don't yah think?" Lucy said.

Ben pulled the blue cat off of him and sat him on the counter. "May I present," he then pulled off the tarp, revealing his creation. "The Magic Smoothie-Maker."

Sitting on the countertop was a white cube-shaped contraption with green highlights. Decorated on the sides was the words "Magic Smoothies" painted in bubbly, pink letters and emblazoned alongside it was the Fairy Tail symbol painted in orange. On top was a clear see-through tank filled with a pinkish-red substance that appeared to be slushy. Poking out from the front of a tank was a nozzle that seemed to be a drink dispenser.

The group eyed the peculiar device with confusion, intrigue, and interest. They had never seen anything like it before.

"Magic Smoothie-Maker?" Lucy repeated.

Ben shrugged. "Yeah, I know. It's a dumb name, but gimme a break. I couldn't come up with anything better."

"Wait," Gray said, "didn't you say smoothies were some kind of drink you had back in your universe?"

Erza cocked a brow. "I'm confused. How does this fix the biggest problem in our world?"

"Well duh! The biggest problem in this world is that there are no smoothies!" Ben replied.

Everyone groaned and sweat dropped.

"You spent all this time worrying about some frozen drink?! That's not manly at all!" Elfman remarked loudly.

Ben gasped, clearly offended. "Some frozen drink? Smoothies are not just some frozen drink! They're a way of life."

The Omnitrix bearer's response only elicited more exasperated groans from the Fairy Tail wizards. Ben could see their downcast expressions. Clearly they were expecting something greater. Ben thought for a moment and then hatched up an idea that was sure to rejuvenate the unruly group of mages.

"Okay, so you don't believe me. So why don't you all try one?" Ben suggested. "Then you'll see where I'm coming from."

They all looked at each other and shrugged. It wouldn't hurt to try. Ben smiled and picked up a glass on the counter. He held it under the nozzle and pulled down on the lever. A stream of semi-frozen reddish-pink substance poured from the dispenser and into the glass. Once it was full, he added the final touch and put in a straw.

Ben turned to the group and searched for someone to try Fiore's first ever smoothie. "Here you go, Erza." He offered the glass to her.

The redhead blinked twice. "Me? I don't know, Ben. Perhaps…"

"C'mon," Ben urged, "you'll be the first person in Fiore to taste the very first smoothie; besides, its strawberry flavor." He smiled slyly, knowing that the mighty Titania had a weakness for strawberries.

The instant Erza heard 'strawberry', all vigilance immediately left her as she took the glass and sucked on the straw. When the icy, reddish-pink touched her tongue, she stopped drinking. Everyone leaned in, curious to what her reaction would be. Suddenly, Erza let out an uncharacteristic girlish-like squeal as hearts filled her eyes.

"IT'S SO GOOD!" She exclaimed gleefully, earning shocked expressions from everyone except Ben, who only smirked.

"Whoa," Gray breathed, wide eyed. "I've never seen Erza so…so…"

"Cheery?" Lucy asked.

"Yeah, that." Gray confirmed.

Erza sucked down on the smoothie very fast, lost in the unbelievably wonderful taste of the beverage. Ben's smirk fell into an expression of concern.

"Uh, Erza, slow down now," Ben cautioned, holding his hands out. "If you drink it too fast you'll get a…"

Suddenly, Erza stopped sucking on the straw as her eyes opened wide. Without warning, the armor-shifting wizard fell to her knees, clutching her head in agony. "CURSES! My head! It feels like it's going to explode!"

Ben smiled and couldn't hold back an amused laugh. "Yeah, that's what you call a brain freeze."

"WHAT?!" the other wizards cried out.

"You mean her brain is actually frozen?!" Happy shouted; his face paling in horror.

Ben chuckled and shook his head. "No, no. It's just a headache caused by drinking a cold drink too fast. It'll wear off in like a minute or so. Just drink it slowly and you won't get one."

"Oh," they replied simultaneously.

Later, everyone - including Cana - had decided to try Ben's creation dubbed, Magic Smoothies. All the wizards who tried it seemed to greatly enjoy it. Though they couldn't get intoxicated from it, they couldn't deny how good it tasted. Mirajane had asked Ben how to use the Magic Smoothie-Maker. The machine was actually very easy to use and only took Mira five minutes before she understood its workings, and how to create a plethora of flavors.

Everyone who wasn't working on the construction efforts was chilling at the bar and tables, talking to one another and enjoying their smoothies. They had to admit, they now knew why Ben loved them so much.

Ben, Gray, Lucy, Happy and Erza were at the bar drinking their smoothies, the latter was sucking down her third smoothie; though she did heed Ben's advice and drank it slowly. They were just discussing going on a job until a certain Dragon Slayer finally regained motion.

Natsu jumped up and threw his arms in the air. "ALRIGHT! I CAN MOVE AGAIN!" He shouted, exhaling a torrent of flame.

"Aw man," Gray groaned, annoyed. "I was hoping he'd stay down there all day."

Lucy turned to Ben. "I thought you said he'd be moving in like ten minutes. It's been like thirty since you did that neuro grip on him." She mentioned.

"Recovery must be slower on some people?" Ben guessed.

Natsu turned his hard gaze to a certain jacket-wearing teen and pointed an accusing finger at him. "There's no way I'm letting you get away with that, Ben!" He ignited his fists with flames and took a fighting stance. "It's time to fight! I'm calling you out!"

Most of the wizards present only groaned and face-palmed. Was Natsu really calling Ben out again? Even after Ben beat him the first time?

Ben sighed, frustrated. "Seriously? Did you forget our agreement from when we fought before? If I won you'd never fight me again, and I did win."

"C'mon man! You owe me! Your stupid watch turned me into Cannonbolt and I had to save your sorry butt from those Weasel guys." Natsu countered. "That's two favors you owe me."

Gray, Elfman, Lucy, Happy, and Erza all sweat dropped in annoyance. "We helped save Ben and take down the Rabid Weasels too, yah know." Lucy muttered, exasperated.

Natsu seemed to ignore Lucy's comment. "And for my first favor, I demand a rematch on two conditions. One, you can't go Cannonbolt again. And two, you can't use that neuro grip thingy!" he proclaimed.

Erza placed her smoothie down on the bar counter and stood up, glaring at the pink haired wizard with glowing red eyes. "Natsu," she growled, "What did I say about fighting at the Guild?"

"Hold on Erza," Ben held out his hand in front of her. "I hate to admit it, but Natsu's right."

"HUH?!" Every single wizard said; shocked at what Ben had just said. The Fairy Tail mages all began murmuring with each other.

"I don't believe it." Droy said. "Did Ben really just say that Natsu was right?"

"Believe it or not, he did." Jet replied.

"That's a first." Levy noted.

"What? What do you mean he's right?" Erza inquired sternly.

Without glancing back, Ben answered, "Natsu did help save me from the Rabid Weasels while I was powerless and defenseless. I think it's only fair that I oblige him."

"I can't let you two fight here and cause more damage than we've already inflicted." Titania stated.

The Omnitrix hero looked at her, and whispered, "Don't worry. This'll be quick and I promise not to wreck anything. Trust me." He gave her a confident wink.

Erza starred hard at Ben; after a moment, she sighed heavily and gave her approval with a nod. If things were to get out of control, then she'd step in; however, she was interested in seeing the outcome of the fight between the shape-shifter and Dragon Slayer. After all, she did unfortunately miss the first time Ben and Natsu fought. This might be fun.

Ben smiled in thanks and turned to look straight at Natsu. "Okay, Natsu. I accept your challenge…again."

"ALL RIGHT, I'm all fired up!" Natsu bellowed; the flames coursing around him intensifying.

"Are they seriously gonna fight again?" Lucy asked fearfully.

"Aye, this'll be fun." Happy replied, chewing on a fish.

Gray smirked. "I'll say. Watching Natsu get his butt kicked is always fun,"

"WHERE ARE YOUR CLOTHES?!" Lucy demanded.

True enough, Gray had stripped down into his boxers within the blink of an eye. "CRAP! Not again!" He cried.

Ben pulled up his sleeve and activated the Omnitrix. Any wizard close by quickly stepped away from the imminent fight about to take place. Erza stood by with her arms folded over her breastplate, eyeing the two keenly; more specifically, Ben.

As Ben scrolled through his playlist, he grinned cockily. "You remember how I had to transform a few times to beat you before, Natsu? Well, not this time. I've got the perfect form to take you down quickly."

"We'll see about that!" Natsu retorted, charging at Ben with his fists shrouded in flames.

When he found the alien he wanted, Ben slapped down the Omnitrix dial. In a flash of emerald, standing in Ben's place was a large, bulky humanoid with reddish-brown, rocky skin. It also had a giant mouth and a molten red core on its stomach. It wore black shorts with green stripes and a green belt with white stripes. The Omnitrix symbol was positioned on its forehead.

Natsu leaped at Ben with his fist cocked back. "Fire Dragon Iron Fist!"

However, just meters before Natsu's flaming fist could make contact, Ben held out his hand. Suddenly, all the momentum Natsu gained was lost as he stopped in midair. The Fairy Tail wizards were intrigued with this new form they hadn't seen before. Erza was the exception as she smirked slyly, realizing what Ben was planning.

"Hey!" Natsu shouted, shocked and confused. "What's going on?"

"I don't think you've been properly introduced to Gravattack. Now, how about I take you for a spin, Natsu?" Ben quipped, grinning impishly.

Before Natsu could comment, everyone was taken by surprise when Gravattack levitated in the air and rolled his body into a rocky planetoid shape. Gravattack used his gravikinesis to pull Natsu into an elliptical orbit around his body. The Omnitrix teen increased his pull on Natsu and before long the Dragon Slayer was being spun around him at insane speeds until he was nothing but a blur.

"Whoa," Macao murmured, impressed. "He's spinning Natsu around really fast."

"Yep," Wakaba replied, taking a puff from his pipe. "That should do it."

"I've never seen that form before." Lucy noted with wide eyes. "What's he doing to Natsu?"

"That form is called Gravattack." Erza explained, gaining the attention of Lucy, Gray, and Happy. "He's using his control over gravity to trap Natsu in his gravitational field and spin him around very fast."

"He's using Natsu's motion sickness against him again." Happy said cheerfully.

"Wow," Gray commented, "this guy never ceases to amaze."

After a moment, Gravattack unrolled back to his bipedal form and let his feet touch the ground again. He stopped spinning Natsu around him and held him in place a few meters in front of him. Natsu's face had turned a sickly green and his eyes were spinning. He looked ready to hurl at any moment.

"I think you've had enough." Gravattack said.

Natsu only groaned in response. Ben was about to let go until he spotted something. Floating above Natsu were two bricks. It appeared that they had gotten captured in his orbit along with Natsu. Ben smirked as a mischievous idea came to mind.

Gravattack dropped Natsu to the ground in a dizzy heap. Natsu tried to get up, but when the two bricks fell onto his head, he collapsed back to the ground. A couple red bumps sprouted from his head as he laid there, groaning. Natsu had been knocked out.

Everyone present who had witnessed the one-sided fight burst out into laughter. After all, seeing Natsu get beaten so quickly was an uncommon sight. The only mages in the Guild who had been known for defeating Natsu that fast were Erza and Gildarts, the latter was someone Ben still didn't know about; however, Laxus and Mystogan were also candidates who could defeat the Dragon Slayer easily.

"Way to go, Natsu!" Gray taunted.

"Yeah! Guess we know who the real man in this Guild is!" Elfman added, holding his sides from laughter.

Gravattack tapped the Omnitrix on his forehead and, in a flash of green, transformed back to Ben. He stood tall with his arms folded over his chest and adorned a confident smirk. "Guess I win." Ben said.

"Wow," Wakaba gaped, "he actually beat Natsu in less than a minute!"

"Why didn't he just use that form the first time?" Macao wondered.

Erza took her smoothie and sucked down the remaining contents, making sure to drink slowly. Once the glass was emptied of its divine substance, she sat it back down on the counter and approached Ben.

"Impressive," Erza complimented, "using your opponent's weakness to your advantage."

Ben shrugged. "No big deal. I did it the last time too. Only I used Cannonbolt instead."

Erza allowed a smile to cross her lips. 'I like it when a man is modest. However, I believe he is more powerful than he is letting on.'

"Then perhaps you'd like a greater challenge than Natsu." Erza offered.

Ben blinked and lifted an eyebrow in confusion. "Huh? What do you mean?"

Erza smirked. Watching Ben defeat Natsu effortlessly was entertaining; however, it left the redhead wondering how powerful Ben really was. She knew there was only one way to find out how to truly measure Ben's strength.

Suddenly, Erza summoned a silver magical sword into existence, and with quick reflexes, she pointed the tip of her blade at Ben's throat. The brunette's eyes had widened in surprise as he held up his hands in a placating gesture.

Ben chuckled nervously, and said, "Are you really doing this again?" He was of course referring to the time when Erza had her sword pointed at his neck on Galuna Island.

The Fairy Queen's expression turned serious as she honed her brown eyes on him. "Ben Tennyson," announced Erza, "I challenge you to a one-on-one battle."

All the present Fairy Tail wizards gasped in shock and began talking to each other.

"Whoa," Wakaba remarked. "Erza never challenges anyone; it's usually the other way around."

"More specifically Natsu," Macao mentioned.

"I can't believe it!" Lucy gaped. "Did Erza really just challenge Ben?"

"Aye," Happy said, "Erza doesn't kid around when it comes to a fight."

"Two of the most powerful people in Fairy Tail duking it out," Gray paled a little. "This might get messy."

Ben blinked a couple times and looked at the redhead in confusion. "You want to fight me? Why? You still mad about the brain freeze? Look, I tried to warn you but…"

"No," Erza interrupted, "It's nothing personal at all. I just want to gauge how powerful you really are, and there's only one way to test that."

"C'mon Ben!" Elfman routed. "If you're a real man than you'll accept the challenge!"

Soon, more Fairy Tail wizards began to gather from the construction site and cheered for Ben to accept the challenge. Ben looked between all the mages before returning his gaze back to Erza, who still had her blade pointed at his throat.

"How about it, Tennyson? Will you accept? Or are you scared?" Erza smiled teasingly.

Ben's trademark confident grin spread on his face. Though he knew she was teasing him, there was no way Ben was going to let her get away with that. If this mage in armor wanted to fight him, then he would oblige her. Besides, with everyone behind him rooting for him to accept, how could he disappoint them?

"Alright Erza," Ben said juvenilely, "you're on! I accept."

Erza pulled her sword away from Ben's throat, a smile gracing her lips. "Excellent. We'll fight first thing in the morning."

Immediately, everyone broke out into applause. They had all been hard at work for the past couple weeks repairing the Guild Hall. Now, they had something entertaining to break the monotony. Everyone was excited; first thing tomorrow morning, they would witness the fight between the Queen of the Fairies and the Bearer of the Omnitrix.

'Although, was the sword really necessary?' Ben thought.

A moment later, Natsu finally overcame his vertigo and returned to his feet. He grinned hungrily; though he was still nauseous at the time, he had overheard Ben accepting Erza's challenge. Needless to say, like the others, the Dragon Slayer was eager to see the fight too.

"Hey Natsu!" Gray called out.

Natsu's smile turned into a frown from hearing Gray's voice. He turned to face his rival sitting at the bar area. The ice mage held up a large mug of strawberry smoothie, and then motioned to another sitting on the counter right by him.

"I bet I could finish my smoothie before you finish yours." Gray dared; a cocky smirk on his face.

Natsu growled and clenched his fists in anger. No way could he turn down a challenge from the ice prick. The pink haired wizard rushed over and grabbed the other smoothie mug.

"You're on!"

They both lifted their mugs to their lips and chugged the smoothie contents down; however, Gray was the fastest to drink his. He sat the mug down, a triumphant grin on his face. Thanks to his ice powers, he was immune to getting cold. That also meant he was impervious to getting a brain freeze.

Unfortunately for Natsu, when he got to the halfway point, his eyes widened as sudden, agonizing pain struck his head.

He fell to the floor, twitching from the severe brain freeze.

Gray smirked, and commented, "Idiot."

Lucy, who was sitting close by, remarked, "A little harsh, don't yah think?"

The black haired wizard shrugged nonchalantly. "What? I didn't know he had a brain to freeze."

…

The next day, around seven-o-clock, all of Fairy Tail was gathered in the courtyard. Everyone was geared up and greatly excited for the fight about to take place. Many had beer or smoothie mugs in their hands, some prattled about random things, and others were placing bets to predict the winner. Cana, of course, was taking everyone's bets.

But there were two important people missing from this scene: Ben and Erza. The two powerhouses were found when they stepped out from the bar area, both carrying a smoothie. Ben couldn't help but smirk. Though everyone had liked his creation, Erza seemed to love them more than anyone else. The teen hero was just happy that there was finally someone who could understand his love for smoothies.

However, before the fight could begin, a man ran into the courtyard. He was small in stature, roughly five foot four and very rotund. His hair was black and shaggy, his face was round, and his eyes were dark green. He wore blue trousers, a white button up shirt with a blue vest to go over it. Everyone looked at the man in bewilderment.

The man ran up to Ben and Erza, who were standing in the middle of the crowd. He was breathing heavily, his face covered in sweat. His hands were on his knees as he struggled to catch his breath. It was obvious this man, whoever he was, was definitely out of shape.

"Um, hi. Who are you?" Ben asked.

"I…am…Travis…the mayor's…assistant." He gasped for air in-between pauses. "I have come…to deliver…a message. The mayor heard of this fight…and…has forbidden you two from…fighting…in Magnolia."

"HUH?" everyone, besides Ben and Erza, remarked.

"Can't fight?! What do you mean they can't fight?" Nab, a Fairy Tail mage, shouted.

"The mayor…knows how powerful Ms. Titania here is, and…he's heard that this one…here," he pointed at Ben, "can change into a humungous titan. The damage these two…could cause is unthinkable."

"Do not worry, sir," Erza said politely. "I wasn't intending on having the fight here. We will fight at my training ground. It's a large open area in the East Forest and a couple miles away from Magnolia. The town will be safe."

Travis the messenger blinked a couple times. He let out a long groan before he collapsed to the ground, realizing he had run all that way for nothing.

…

An hour later, the Guild had relocated to Erza's training ground as she instructed. Most of them were annoyed that they had to pick up and walk a couple miles outside town; mainly because beer kegs were very heavy. However, the rational wizards such as Makarov, Lucy, Gray, and Mirajane understood why the fight would need to be held somewhere secluded. Others, like Natsu, were a different story.

Erza's training ground was a large open area of grass and dirt in the middle of the lush East Forest. The long grasses had been cut short, no doubt from Erza and her continuous training. The wizards of Fairy Tail were gathered around the southern rim of the area, giving Ben and Erza plenty of room.

"Ugh!" Natsu ignited flames around his body in anticipation. "C'mon, let's get this fight started already!"

From across the crowd, Cana was sitting on a wooden crate. A barrel of beer was by her side while she gathered bets from other members in the Guild. Nearly everyone was betting on Erza to win. Natsu and Gray were among that group; though they knew Ben was powerful, the duo still had doubts he could beat Erza. After all, this was the girl that had tormented them and haunted their nightmares ever since they were kids.

Master Makarov, Cana, and Happy were part of the small group that betted on Ben.

"Keep your shorts on!" Cana shouted at Natsu. "I still got people placing their bets."

Macao and Wakaba walked up to the brunette drinker and placed their bets. Macao wagered three hundred jewels for Ben to win in less than five moves while Wakaba betted two hundred jewels that Erza would win by only having to re-quip twice.

"Man, it's no wonder I get rich off you, Wakaba." Macao said smugly. "Erza can't win. All Ben has to do is change into that titan form and step on her."

As Mirajane walked by, she overheard Macao's statement, and mentioned, "Ben won't change into Way Big, Macao." It was true. Right before the Guild left for Erza's training area, Ben made it specifically clear that he would not transform into Way Big.

Macao seemed to have forgotten. His confident demeanor seemed to deflate from that realization. Wakaba grinned at him, taking another puff from his pipe. "Which means Erza's gonna wipe the floor with him."

Macao glared back at the smoking wizard, and countered, "Don't count on it, pal! Remember he still has like seventy other Take-Overs."

Meanwhile, Natsu, Gray, and Lucy were standing together. The former two waited in anticipation for the fight. Lucy, however, wasn't as thrilled.

"I don't know if this is such a good idea." Lucy said nervously.

Gray cocked a brow as he looked at her, confused. "What do you mean?"

"I mean, what if Ben and Erza hate each other after this? What if this breaks up our team?" the blonde mage pointed out.

Natsu laughed and dismissed her fears. "Why are you getting so worked up, Luce? It's just a fight. They're not gonna hate each other."

"Yeah," Elfman approached and stood behind them, standing tall. He folded his arms over his massive chest, a serious expression on his face. "Besides, they have to do this to prove their manhood."

Lucy sweat dropped. "Erza's not a man, Elfman."

"Although," Gray implied, "you gotta admit that she is manly."

Happy landed on the ground and faced the group, more specifically, Lucy. "So Lucy, who'd you bet on?"

"I didn't bet on anyone! I don't want either of them to lose!" the Celestial mage cried.

"Geez," Natsu muttered, "you're no fun. Wouldn't hurt to lighten up and live a little."

Happy looked up at Lucy's shoulder and had a thought. He sprouted his wings and flew behind her. The blue cat looked at his paw and then at the blonde mage's shoulder. Out of curiosity, Happy began smacking his paw into Lucy's shoulder.

Lucy turned to him; at first, confused by Happy's actions. However, she soon realized what he was trying to do. "Are you trying to use that neuro grip on me!?" She shouted angrily.

In the middle of the field, at least fifty yards away from the assembled Fairy Tail wizards, Ben and Erza were facing each other, separated by about ten yards. Both opponents wore a smile of confidence and stood calm and collected.

"You ready for this, Erza?" Ben asked. "Don't think just because you're a girl I'm gonna go easy on you; not when you're the strongest woman in Fairy Tail."

Erza smirked. "I would expect nothing less from you. And I must warn you Ben, I won't be going easy on you either."

"Perfect," Ben grinned.

"All bets are in!" Cana shouted.

Once Master Makarov heard Cana's announcement, he took a few steps in front of the crowd and raised his hand. "Begin!"

Ben swiftly activated the Omnitrix and already found the icon he wanted. "How about I start this off with an old favorite?"

When the core popped out he slapped it back down. His body was shrouded in brilliant emerald light. As it died away, standing in Ben's place was a tall, humanoid figure that seemed to be made of magma. His head was surrounded by fire, and his hands were oversized; the Omnitrix dial was on his chest.

"Heatblast!" He shouted in a deep, raspy sounding voice.

Everyone looked at the fire-man with intrigue and slight awe. It wasn't every day you see someone completely made of fire. In the crowd, Natsu grinned brightly. He remembered Heatblast from Galuna Island and immediately thought he was awesome.

"A warrior made of rocks and fire, quite interesting." Erza comment, she then smiled. "But I have the perfect armor for this situation."

Suddenly, her body was covered in golden-white light as her Heart Kreuz outfit disappeared. When the light faded, she was clad in an armor that was primarily dark red but also sported orange and black parts, with the first ones being shaped like flames and the second resembling the limbs of a Dragon. Her bright scarlet hair was tied into a pair of high, long pigtails. In her right hand was a long red, flaming sword.

"Flame Empress Armor," Macao said, "good choice for fighting someone who's made of fire."

"That means that Ben's fire attacks will only be half as powerful." Happy noted.

Heatblast overheard Happy's statement, and smirked. "Only half as powerful, huh? No biggie. That means I can turn the heat up as much as I want!"

Lucy tapped her chin in thought. "You know, that line sounds familiar."

"All right," Heatblast took a fighting stance. "I'll start this off! Take this!"

He summoned fireballs in his hands and threw them straight at Erza. The Fairy Queen stood stationary, not attempting to dodge the attacks. She held out her crimson sword and deflected the fireballs with ease. She then collected fire along her sword, reared back her sword, and unleashed a powerful fire wave at her opponent.

The Omnitrix bearer held out his hands and concentrated. To everyone's surprise, Heatblast absorbed the attack into his hands, making his body burn brighter.

"He can absorb fire like Natsu!" Lucy said, stunned.

"That was unexpected." Gray added.

Seeing that distance-attacks were to no avail, Erza crouched low and leapt at Heatblast to engage him in close-quarters. Her Flame Empress outfit allowed her the ability to fly for short distances.

Ben discharged a torrent of fire from the soles of his feet, causing his body to blast forward like a rocket. Heatblast intensified the flames in his fists whilst Erza gathered fire on her sword. When the two collided, a shockwave was created while an inferno erupted and engulfed them both.

The Fairy Tail wizards were transfixed on the scene, watching anxiously. When the smoke finally cleared, Heatblast and Erza could be seen standing in a shallow crater a few yards apart. Gray haze of smoke was billowing from the rim and cracks in the earth.

The wizards could see that Erza had a few minor dark marks on her torso and dragon-like gauntlets, other than that she was relatively unharmed. Heatblast had a small, minor gash on his chest from Erza's sword; however, to their surprise, they could see that the gash was steadily healing itself.

"Wow! After an explosion like that they're unharmed?" Lucy gaped.

Heatblast lit up his hands with fire and shot the flames around his feet. To everyone's surprise, a chunk of flaming rock hovered off the ground with Heatblast standing on top.

"He can make flaming rock platforms to fly on?" Gray said, shocked.

Natsu grinned. "That's so cool!"

"Aye," Happy agreed.

The Pyronite looked down at Titania Erza; needless to say, she was impressed by this telekinetic ability Heatblast seemed to possess.

"Aerial superiority. You're going down, now!" Heatblast began throwing a barrage of fireballs at Erza.

With a few swipes of her sword, she easily parried his attacks once more. Erza leapt in the air and gathered flames on her blade. When she reared her weapon to its zenith, she let out a fearsome cry as she discharged a wave of fire at Heatblast again.

Ben swiftly outmaneuvered the fire wave and surfed in a circle around Erza. Giving it one last shot, Heatblast brought his hands together and discharged a humungous blazing blast at his opponent. The earth erupted once more into a conflagration. A small cloud of dust and smoke arose from the spot.

Heatblast stared at the billowing aftermath, watching for any signs of movement. Without warning, a red blur leapt out from the smoke and struck Heatblast's platform, promptly destroying it. As Ben fell back to the ground, he grunted when a pair of armored boots kicked him in his torso. He looked up to see Erza above him.

The Pyronite collided with the ground hard, throwing up another dust cloud. The Fairy Tail wizards all focused on the smoky spot. For a moment, nothing happened. Suddenly, the billowing cloud was blasted away when a giant pillar of flame shot from the cloud.

The flaming torrent sent Erza sliding across the ground for a few meters until she came to a stop. She held up her sword, ready to attack. Heatblast jumped from the crater he and Erza made, and to hers and everyone else's shock, he was unscathed.

"I don't understand." Erza said. "How could you possibly not have the slightest injury after that attack?"

Ben smirked. "I'm a pyrokinetic being now. You'll have more success trying to drown a fish in water than you will defeating Heatblast with fire."

"Aye sir," Happy shouted, "I love fish!"

Erza narrowed her eyes at the magma-man. "I see."

Heatblast stomped his foot on the ground. Shockingly, four boulders blasted from the ground and levitated in the air. He increased the temperature of the rocks drastically until they became flaming hot, molten rocks.

Heatblast flashed a cocky grin. "Also, I have a bit of geokinesis as well."

The wizards of Fairy Tail were shocked and stunned by this amazing ability. It appeared that Heatblast was as good at manipulating fire as Natsu was, much to the Dragon Slayer's annoyance.

"Try deflecting these!" Heatblast shouted as he threw the molten boulders at her.

Erza crouched low and jumped forward. She cocked back her flaming sword and destroyed the first magma boulder. Using the second magma rock as a springboard, she propelled herself forward. Erza cried out as she unleashed a powerful wave of fire at the last two magma rocks. Fire and burning rocks was scattered across the area as a result from the rocks' destruction.

Ben's eyes widened. He had no idea that her armor and sword was that strong. Heatblast was so lost in his musings he was almost struck by Erza's sword; however, at the last moment, he back-flipped to avoid Erza's vertical swipe. Her blade cut deep into the ground as fire erupted from beneath her.

When Heatblast's feet hit the ground again, he took a stance and focused on Erza. Both opponents stood still, ready to engage at a second's notice.

The Fairy Tail mages looked on in excitement. So far, the fight was turning out to be good.

"Whoa, this fight is awesome!" Natsu said; a bright grin on his face.

However, a certain ice wizard seemed to be less amused by the battle.

"This fight sucks." Gray folded his arms over his chest. "They're at a stalemate. Neither one can hurt the other."

Makarov, who was sitting on a beer barrel not too far away, turned to Gray. "Wait for it, Gray. Those two are just getting warmed up…literally."

Erza made the first move as she leapt straight for Heatblast at an incredible speed, her sword reared back. Nevertheless, the Omnitrix hero was ready as he grabbed her blade with his fiery hand. Using his free arm, Heatblast punched Erza in the torso, making her slide back a few meters.

The Fairy Queen winced in pain as she coughed out a bit of spit. She definitely felt the strength behind that punch; however, Erza had a sneaky suspicion that Ben was holding back.

'This is pointless.' Ben thought. 'Even though she can't hurt me as Heatblast, I can't seem to hurt her while she's in that flame armor. I'm gonna have to change it up.'

Heatblast created another fireball in his hand and threw it at Erza's feet. The explosion of fire and smoke provided a distraction for Ben to slap the Omnitrix dial. As Heatblast was engulfed in emerald light, the Fairy Tail wizards immediately knew that Ben was changing forms.

When the green light died away, standing in Heatblast's place was a seven-foot-tall, bipedal Sasquatch-like being with yellow fur and black fur on its lower legs and arms, hips, and head. It has two bolts on either side of each wrist, gray hands and feet, and three yellow horns that looked like the horns of a trident. The Omnitrix dial was displayed in the center of its green and white belt on its waist.

Ben looked at himself and smiled. "Shocksquatch? Okay, eh." He spoke in a raspy, Canadian voice.

Erza eyed this new transformation peculiarly. She, along with the others, had never seen this form before. She arched a brow, wondering what its capabilities were. Erza got her answer when Shocksquatch's fur stood up as his body lit up with electricity. After a moment, Shocksquatch got to a knee and held out his right arm, firing a powerful bolt of electricity at Erza.

The Fairy Queen was quick to jump high to avoid the attack, letting the bolt strike the ground where she had been previously standing. Everyone was shocked and impressed by Shocksquatch's electrokinetic abilities. It reminded them of a certain powerhouse of a wizard that happened to be the master's grandson.

When Erza's feet touched the ground again, she shouted, "Re-quip!" Suddenly, her form was bathed in golden-white light again.

After the flash faded, Erza had donned an armor that was gold and light bluish in color. The breastplate was lined with golden trimmings, and had thin plates extending upwards to surround her neck. Adorning her head was a yellow band with two yellow ribbons on it. Erza's hair was stylized in a long braid. In her right hand was a long spear that had a very large blade and a decorated circle resembling a shield attached to the shaft.

"What kind of armor is that?" Lucy asked.

"That's Erza's Lightning Empress Armor." Happy answered. "It grants her the ability to counter and attack her enemies with lightning."

"Which means she can counter Ben's lightning," Gray deduced.

"Ooh, nice getup." Shocksquatch said, popping his knuckles. "What yah plan to do with that outfit, eh?"

Erza smirked. "I'm glad you asked."

She held her spear out in front of her, pointing it straight at Ben. All of a sudden, bluish-white energy began to accumulate around the tip of the spear. A moment later, a Lightning Beam discharged from the spear's tip.

Shocksquatch dodged to the left just in time before the energy blast fried the spot where he had been standing. Erza jumped in the air and hovered in place. She aimed her spear and fired more volleys of Lightning Beams at her adversary. The bigfoot-like alien was on all fours, running in a zigzag pattern to dodge her attacks.

Ben then went on the offense as he changed course and charged directly at Erza. Using his arm and leg muscles, Shocksquatch propelled himself toward her with his electric-charged fist reared back. With her trained reflexes, Erza ducked the attack and let Shocksquatch fly over her.

Still in the air, Shocksquatch turned his body to face her and, shockingly, released a powerful blast of lightning from his mouth!

Erza spread her legs to give herself a wide base and then shoved her spear into the ground in front of her. A red magic circle appeared but was then replaced by a dome-shaped shield of blue energy. Shocksquatch's attack was quickly absorbed by Erza's Lightning Shield.

When Ben landed back on the ground, he was moderately surprised that Erza had blocked his attack. Shocksquatch clenched his fists and charged forward, running on all fours again. Erza held out her spear and fired a Lightning Beam; however, the Sasquatch-like being swiftly jumped over the blast.

Shocksquatch descended towards the redhead, his fist once again cocked back and surrounded by bursts of electricity. The Fairy Queen instinctively jumped back just as Ben punched the ground, causing a small tremor. Shocksquatch ran at her again and threw a right jab and then a left hook at Erza, both charged with electricity.

Erza dodged each blow and counterattacked by jumping up to send a forceful kick into Shocksquatch's chest. Thanks to her Lightning Empress Armor, she was protected from Shocksquatch's electric-charged body.

The lightning-powered alien slid back for a few meters, his feet scraping a trail in the dirt. He returned his gaze to Erza, who had leapt back in the air and hovered there. Another red magic circle appeared at the tip of the spear. Erza cried out as multiple bolts of blue electricity fired from the magic seal and struck Shocksquatch. As a result from her Lightning Cyclotron attack, the ground shook while a cloud of dust and rock was thrown up.

"Well, I guess that does it then." Wakaba said. He turned to Macao with a smug expression. "Now, why don't you go ahead and pay up."

Macao glared back at the smoking wizard. "No way! Wait until the dust settles and we'll see for ourselves what happened."

Erza came back to earth and looked into the dust cloud, searching for any sign of her opponent; however, the dust-choked air was obscuring her line of sight.

'I can't see him yet, still…' Erza thought, 'that attack should've taken him down.'

Without warning, an emerald light flashed out from the cloud. A blue and black-skinned moth-man abruptly flew out from the cloud and toward the redheaded mage.

"Big Chill," Ben announced eerily.

Erza was caught by surprise when Big Chill inhaled deeply before he exhaled an icy breath attack upon her. The Fairy Queen had no time to react before her body was encased within a chunk of ice. The crowd of wizards who were there when Ben first fought Natsu quickly recognized Ben's current form. It was the moth-man that seemed to have ice powers.

"The moth guy with ice powers," Gray said. "I was wondering if he'd change into him."

Natsu scoffed. "I like Heatblast better."

The ice wizard glared back at the Dragon Slayer. "Of course you would, dragon breath."

"WHAT'D YOU SAY?!" Natsu exclaimed angrily.

All of a sudden, the ice that Erza was entrapped in shattered outwards. Titania had re-quipped into her Black Wing Armor. She looked up in the air at Big Chill with her lethal looking sword held out in front of her.

"Ice powers? Very impressive," Erza admitted, "but it's nothing that I can't handle."

Big Chill smirked through his clenched teeth. "Is that so? Well then, I guess it's time I step up my game."

He slapped the Omnitrix dial on his chest again; this time, four spikes popped out as another green light enveloped Ben's body. The only noticeable change to Big Chill was that his body color changed to an assortment of red, orange, and yellow to give him a fiery appearance.

"Ultimate Big Chill," Ben shouted.

Ben extended his arm and fired a stream of flames out from his hand. Erza was quick to take to the air to avoid the attack; however, what she didn't notice was once Ultimate Big Chill's fire hit the ground, it suddenly turned into ice!

While in the air, another golden light enveloped Erza's body. When the light died away, she was attiring her Flame Empress Armor.

"Bad move, Ben." Erza said as she flew at him, her sword reared back. "Did you forget that I can counter fire attacks?"

"Oh, I didn't forget." Ultimate Big Chill rasped. "I was actually setting you up…for this."

The hyper-evolved Necrofriggian inhaled deeply before exhaling a powerful torrent of fire at his opponent. Erza, who looked unworried, held out her sword and absorbed the flames into her blade. However, her apathy immediately vanished when the flames she absorbed transformed into ice.

"What?! ICE?!" Was all Erza managed to say before her body was completely trapped in a thick chunk of ice, and fell to the ground.

The eyes of every Fairy Tail member bulged open in shock and disbelief. Makarov's eyes had widened a bit in interest and surprise.

"Whoa," Wakaba remarked, "his fire just turned into ice!"

"How can that be possible?" Macao added, shocked.

"Hey, by the way," Cana said to Macao and Wakaba, "you two owe me money. So pay up."

"WHAT?!" Wakaba and Macao shouted in unison.

She pointed at Wakaba. "You said Erza would only have to re-quip twice to beat Ben. She's re-quipped four times now." The Guild's heaviest drinker then shifted her attention to Macao. "And you bet Ben would beat Erza in less than five moves. You both lose."

Macao and Wakaba's shoulders slumped as they moaned in defeat. The duo began digging into their pockets for money.

"Fire that freezes things? How does that work?" Lucy wondered.

Natsu clenched his fists and stated indignantly, "Fire is supposed to burn stuff!"

Ultimate Big Chill smoothly landed back on the ground and folded his wings over his body, giving it the appearance of a fiery cloak. "Actually," Ben explained, "it's not really fire. It's plasma that sucks the heat out of…"

All of a sudden, the Omnitrix bearer was interrupted by the sounds of shattering ice. He turned back to Erza to see that she had broken free from the ice chunk.

"Oh…right, the fight." He muttered. "All you need to know is that it is fire so cold it burns."

Erza stared hard at Ben as she held up her flaming sword. "Fire that turns into ice," she commented. "I must admit that's quite peculiar, but remarkable."

"There's plenty more where that came from." Ben replied in an eerie whisper. He cocked back his head before unleashing another fiery breath attack at Erza.

She was quick to dodge to the side, and she crouched low and leapt forward at a breakneck speed. Erza cried out, prepared to slash her opponent; however, to her shock, she and her sword went straight through Ultimate Big Chill's body. When she landed behind him, ice began to form on her blade and armor.

Erza shivered madly for a moment before she ignited the flames on her weapon and armor to melt the ice. Ben turned around to face her, a smug expression on his face.

"Intangibility," Ultimate Big Chill said, "nothing you attack me with can touch me."

The Fairy Queen narrowed her eyes as she honed in on the hyper-evolved Necrofriggian. She didn't show it, but she was astonished by this new ability.

"You might wanna consider giving up, Erza." Ben suggested. "I can handle any armor you throw at me."

Erza thought over Ben's words and realized he was right. There was no way she could combat Ben's current form; at least, not with her current armor. Suddenly, a devious, outside the box type of idea entered Erza's mind. She did possess one suit of armor that could take Ben by surprise and shift the tide in her favor.

However, it was a suit that she had yet to try out and she was saving it for private purposes. But in this situation, against a formidable powerhouse of an opponent like Ben, she decided to make an exception.

Erza felt her face flush a little, knowing what she had to do. "Is that so? Well," her body was shrouded in gold light again.

When the flash died away, Erza was wearing a daring maid outfit composed of a long white apron that was tied behind her neck and back, worn over her bare chest, and revealed much of her breasts' sides. She had adorned a pair of long fishnet stockings that reached up to the middle of her thighs, pair of dark panties that exposed much of her buttocks, and a maid's hat. Ribbons were tied around her arms, and sported heart-shaped elbow guards. In her right hand was a sword with the words "Come on Boy" emblazoned on the blade. This was Erza's Seduction Armor.

"How about this?" Erza said huskily.

All of the men present were left dumbstruck and starred at Erza in a hypnotized manner with drool trailing from their mouths. The sounds of wolf whistling could be heard from every corner of the crowd.

"Oh WOW!" a Fairy Tail mage cried out. "Erza's hot!"

Even Master Makarov was drooling in excitement from the sight of the sexy outfit.

The females of Fairy Tail, however, were absolutely shocked. Their faces had paled and their jaws had dropped to the ground.

"W-w-hat is that?" Lucy stuttered; her face had gone white.

"I think that's her Seduction Armor." Happy responded.

Natsu and Gray were both wide eyed and were stammering incoherently. The sight of the woman they most feared wearing a very revealing outfit was causing them to spaz out of control. Finally, the Dragon Slayer and ice wizard closed their eyes and collapsed to the ground, twitching.

Ultimate Big Chill's eyes went wide from shock. If he were human, a shocked, dumbfounded expression would be plastered on his face. No matter how much Ben's rational side told him to turn away, he just couldn't. His body was frozen like a statue and his eyes were locked on Erza's sexy body.

Erza smirked, realizing that her plan had worked. Within a blink of an eye, the Fairy Queen summoned a large metal mallet and leapt at Ben with a battle cry. Before the teen hero could process what was going on, he was struck in the face by Erza's mallet.

The blow sent the hyper-evolved Necrofriggian careening back thirty meters. He hit the dirt hard and rolled a few times before coming to a stop on his chest. Ultimate Big Chill used his arms to steadily lift his head off the ground. Getting hit by a hammer and rolling across the ground had snapped Ben out of his hypnotized state. He focused his gaze on Titania and glared at her.

"Now that's just playing dirty." Ultimate Big Chill remarked sourly.

In a gold flash, Erza re-quipped into her usual Heart Kreuz attire. She held her sword loosely in her right hand and rested her left one on her hip. She grinned at her opponent in a mischievous manner.

"You sure handled that armor pretty well." Erza mocked.

Ultimate Big Chill narrowed his eyes at the armor-shifting wizard. "Oh yeah," he said, "Well, two can play that game."

Ben exhaled a torrent of flames at the ground between him and Erza. The moment the fire hit the ground, it turned into a frozen, spiked barrier. He tapped the Omnitrix dial again and, in a flash of emerald, turned into an eight-foot-tall green, plant creature that stood on four, vine-like legs, Venus flytrap-like flaps on each side of its head, and had a single green eye. On its waist was a green and white belt with the Omnitrix dial in the center.

"Wildvine," Ben said in 1960's hippie voice.

"He can change into another plant guy?" Gray asked, lifting a brow in curiosity.

"Isn't that Swampfire dude enough?" Natsu added.

Suddenly, to the shock of the Fairy Tail mages, Wildvine instantly dug himself into the earth. He burrowed through the ground with ease until he was right below Erza. Erza was taken by surprise when multiple green vines sprouted from beneath her feet and wrapped around her legs and waist.

The vines pulled Erza into the ground. A moment later, Wildvine busted out from the earth in the center of the training ground. His fingers had stretched out into long, vine-like tendrils to wrap around Erza's body.

Wildvine smirked, taking notice of the dirt and grime all over her body and armor. "You're not the only one who can play dirty."

Erza ground her teeth together as she struggled to break free, but the vines were just too strong for her to physically break through.

"Re-quip!" She shouted. In a flash of golden-white light, she had suited up in her Heaven's Wheel Armor.

Without warning, in a flash of white, Erza had summoned nearly a dozen magical swords. Using her telekinesis, she had the blades slash every part of Wildvine's tendrils until she was finally freed. She flew back to put distance between her and Wildvine, who's arms and fingers were instantly regenerating.

Wildvine brought his head up, only to see Erza summoning more swords around her.

'That can't be good.' Ben mused.

After gathering at least thirty swords, Erza soared at Wildvine with two blades in her hands; however, the other weapons she summoned remained behind. Wildvine picked off a couple onyx pods from his back and threw them at Erza. The Queen of the Fairies evaded the pods as they exploded behind her.

Erza held out her swords and slashed Ben in an X-shaped pattern. The Florauna held up his forearms in a feeble attempt to block her attack, only to have his arms cut off again. The redheaded mage then flew off, and yelled, "Scattered Petals!"

All of a sudden, the thirty swords Erza had re-quipped before glowed in silver-white light before they shot at Wildvine like bullets. Wildvine was bombarded by the magical blades and promptly cut into many green pieces that lay scattered across the ground.

Quite a few wizards in the crowd watching the fight cried out in horror, thinking that Erza had just killed him.

"OH CRAP!" Macao yelled with wide eyes. "She killed him!"

"I knew she'd pummel him, but I didn't think she'd go that far." Wakaba said, shocked.

"WAIT!" Gray shouted. "LOOK!"

The crowd turned their attention to where Gray was pointing and gaped in astonishment. The green, chopped up pieces started moving and converging into a big pile of green material. In a few seconds' time, the pile reformed into Wildvine. The plant-alien rubbed the side of his head and closed his singular eye.

"Whoa. That was a rush, man." Wildvine commented.

Erza landed several yards in front of Wildvine; her eyes wide in amazement. She knew Ben would regenerate; otherwise, she wouldn't have performed that attack, but Erza didn't expect him to heal that quickly.

"Very impressive," Erza complimented.

Wildvine pulled some more pods from his back. "Well, if you thought that was impressive, then how about this?"

He tossed the pods at her, but she swiftly jumped in the air to avoid them as they ignited into an inferno on the ground. The Florauna picked off more seeds from his back and threw them at the redhead. Erza summoned more blades out of thin air and launched them to intercept the pods, causing a series of explosions.

Using the smoke cloud between them as a distraction, Erza slashed her two blades in a delta formation. "Trinity Sword!"

A silver-white energy wave took the shape of a triangle and shot toward Ben. Wildvine quickly burrowed into the ground feet first to elude the attack. Erza, who was still in the air, ceased any attack she was fixing to do and scanned the area, keeping a vigilant eye out for her opponent.

Wildvine sprouted out of the dirt right behind Erza. "Miss me?" He picked off more ebony seeds and threw them at her.

The armor-shifting mage was quick to turn and defend herself with her blades; however, the moment they struck her swords, the explosions sent Erza crashing to the ground. Seizing the opportunity, Ben tapped the Omnitrix dial. In another emerald flash, he was replaced by a red, manta ray-like being.

"Jetray!"

Jetray flew into the air until he was above Erza and fired two green beams from his eyes at her. With her skillfully trained reflexes, she shook off the pain and dodged the emerald beams in time.

"Re-quip!" She shouted, causing her body to be engulfed with gold light. When it disappeared, Erza was now wearing her Black Wing Armor.

She leapt into the air and flew at Ben with her silver blade in hand. Jetray fired his eyebeams at her again, but Titania managed to deflect them with her sword. The Omnitrix bearer ceased his eyebeam attack and switched to the direct approach. At blinding speeds, Jetray launched himself at Erza and before the redhead could register what happened, the manta ray alien grabbed her by the shoulders and changed his course to fly straight up in the air.

When they were at least five hundred feet high, Jetray spun his body and threw Erza higher. As the Fairy Queen careened back at a breakneck speed, trying to gain control, Jetray fired emerald energy rays from his eyes and tail. The three beams converged and formed an even stronger ray. Erza was unprepared when the powerful blast struck her, making her fly up further with a smoke trail in her wake.

The Fairy Tail mages all looked up to watch the aerial battle between the Guild's undoubtedly two strongest members. When Erza was struck by Jetray's beams and sent hurtling higher, Lucy commented, "That had to hurt."

Despite the force of the blow and the pain she received, Erza recovered and gained control of herself. She shot her body straight down toward Jetray, flying at incredible speed. The scarlet haired wizard held out her sword and slashed in an arc pattern.

"Moon Flash!"

A powerful silver-colored wave fired from her blade and collided with a surprised Jetray. The manta ray-like alien crashed into the earth with a ton of force, throwing up a dust cloud in the process.

"Not as much as that." Gray retorted to Lucy.

Erza hovered above the cloud, her sword at the ready as her senses were on an alert for any possible counterattack. From within the dust-choked air, a green flash shined out. The Fairy Queen immediately knew that Ben had once again changed forms.

Suddenly, Erza felt her body become very heavy. She cried out in surprise when a strong force pulled against her and smashed her into the ground. Then, the armor-changing mage felt her body become very light as she floated up high. Erza tried fighting against the strange force overwhelming her, but found that she couldn't. When she got up to a height of two hundred feet, her body became heavy once more.

The scarlet haired beauty plummeted back down at an absurd speed and slammed into the ground with a terrific impact. So hard that a small tremor was created and another cloud of dirt was thrown up. From within the shallow crater, Erza weakly opened her eyes. The pain coursing through her body was excruciating; nevertheless, the trained warrior fought through it and tried to get up.

Then, a heavy object landed in front of her with an audible thud. When the dust settled, standing before her was a large humanoid comprised of reddish-brown rocky skin and had a red magma-like core on its stomach. It wore a pair of black shorts with a green and white belt.

"Remember me?" Gravattack grinned brightly.

Erza's eyes widened. She knew that combating this particular form would be rather complicated.

Gravattack stretched his hands out as invisible energy that distorted the air collected around them. Erza felt herself become very light again as she floated into the air again.

"I know you don't have motion sickness," Gravattack said, "but let's see how you handle being on a ride I like to call Zero G's."

Suddenly, Titania of Fairy Tail yelped when she began to spin in a circle. Her speed began to increase very rapidly until she was nothing but a blur in the air.

"Why is he spinning her? Erza doesn't have motion sickness like Natsu." Lucy inquired.

"Oh, he's making her real dizzy." Happy answered. "Nobody can take being spun around real fast for very long."

Erza ground her teeth together, trying to fight back against the pull; unfortunately, the gravity was just too much for her. She felt herself become lightheaded while her vision became blurry. If she didn't do something soon, she would pass out. Then, like a floodgate opening, another idea came to her.

"Re-quip!" Her body illuminated in gold light once more. In the wake of the flash, Erza was now adorned in her Giant's Armor.

Ben knew that Erza had re-quipped yet again. He was wondering what armor she'd be in this time. The teen hero got his answer when a long, gold and blue pole with a long blade fired from the blur and struck his chest hard. Though the force couldn't pierce his skin, it did make Gravattack slide back a couple feet and lose his concentration.

Erza landed on her two feet with a loud thud. Using her telekinetic abilities, Erza lifted the Spear of Ha-Ja off the ground and back into her right hand. Gravattack focused on his opponent and her new armor.

'Giant Armor,' Ben thought, 'I see, she's trying to enhance her strength to fight against my gravity powers.'

Erza spun the long spear above her head a few times to gain momentum before she crouched low and shot herself at Ben like a missile. Gravattack quickly held out his hands and focused his gravitational field around Erza, making her five times heavier. The gravity pulled her back down, and a five foot deep hole was forged when her armored feet collided with the ground.

Gravattack focused on applying more force against Erza, causing her to groan out in discomfort. Eventually, she fell to her hands and knees from the incredible force pushing against her. Even the ground around her began to crack and cave inward.

"Might wanna give up, Erza," Gravattack suggested. "There's no way you can get beat my gravity powers."

The redhead warrior gritted her teeth; her pained expression was replaced with determination. She put more magical power into her legs. Remarkably, the armor-clad mage fought against the strong gravitational pull and stood up, much to Ben's shock.

"You were saying?" She retorted.

"Whoa," Lucy gaped. "She can stand up?"

"Erza's using her Giant Armor to fight against Ben's gravity." Happy realized.

Erza, Titania of Fairy Tail, cocked back her spear to its acme, and then hurled it straight for Gravattack. Ben focused his attention on the weapon and guided the spear away from him and trapped it in his orbit. However, in the process, Gravattack had lost his concentration on Erza, allowing her to break through the weakened gravity field and jump at Ben, kicking him in the gut.

Gravattack hunched forward while he slid backwards a few feet. In swift motion, Erza used her telekinetic ability to bring the Spear of Ha-Ja back to her. She leapt at Ben again and lifted her weapon over her head to strike him. Gravattack brought up his bulky forearm to block the hit.

She jumped up to hit him again but Ben blocked the blow once more. She then turned her body and jabbed the base of the spear into his side, causing him to hunch over slightly. Erza cried out as she spun her body once more and struck Gravattack in the face with the long spear.

The strength behind the attack actually made Gravattack slide across the ground again. Gravattack brought up his head and glared at Erza; though his skin was made of rock, he still felt a bit of pain from the blow. The Fairy Queen charged at him and jumped high in the air with her spear held high over her head.

Ben held out his hand and increased the gravity around her. Erza felt as if hundreds of pounds of weight had been instantly tied to her body as she crashed into the ground very hard.

Some of the Fairy Tail wizards winced from the impact.

"That had to be painful." Gray noted dryly.

Gravattack was about to roll up into his planetoid form and spin Erza around again when her body was suddenly bathed in golden light again. When it faded, she was now wearing a cheetah printed outfit with a large collar around her neck and a tail hanging from the back of her shorts, both made of bushy fur. On both sides of her head was a pair of large cheetah ears. In her hands was a pair of short swords with elaborate hand-guards similar to a rapier's, shaped like a rose's thorns.

"What's that kind of armor?" Lucy asked.

"That's Erza's Flight Armor." Happy explained. "With it, she can run very, very fast."

"How does that help her take down someone with gravity powers?" Gray wondered.

Gravattack cocked a rocky brow at Erza's bizarre cheetah outfit. What could she do with that armor? The Galilean got his answer when Erza broke through his gravitational field, running at absurd speeds. Before Ben could process what happened, Erza slashed her twin blades across Gravattack's chest, arms, and face all within a second.

The planet-like alien went careening back a few meters and fell on his back. Since Erza had changed her mass by re-quipping into a lighter armor, she was able to escape Gravattack's gravitational field. Though Gravattack's rocky skin kept Ben from getting cut badly by Erza's swords, the speed behind her attack took him by surprise.

Gravattack rolled onto his front side and turned his big head to Erza, who was standing ten yards away from with her twin blades held ready. Ben was considering rolling into his planetoid form and attempting to trap her in his orbit again; however, he settled for another idea.

"Two can play the speed game, Erza." He remarked.

Ben tapped the Omnitrix disk again. In another emerald flash, Gravattack was replaced by a blue, feline-like humanoid wearing a black jumpsuit with a thunderbolt design on his chest.

"Fasttrack," Ben shouted.

In a blue blur, Fasttrack zoomed forward and sent a wicked right hook into Erza's face. The speed and strength behind the blow sent the armor-shifting warrior flying back to the other side of the training ground. Some of the Fairy Tail mages winced at the hit Fasttrack gave Erza.

Erza grunted each time her body bounced off the ground. When she came to a stop, she rubbed the spot where Ben had punched her as she climbed to her feet, shooting Ben a scary glare. Fasttrack, however, smirked at her cockily and gave her a "come on" motion with his hand.

Growling, Erza disengaged her blades and sent them back to her personal pocket dimension. If Ben wanted to fight hand-to-hand, so be it. She then shot forward like a missile and Fasttrack followed suit. When the two speedsters collided with each other, a loud bam and a small shockwave was the result.

To the shock and awe of the Fairy Tail mages, Fasttrack and Erza were fighting hand-to-to hand at insane speeds that the human eye couldn't register. In the middle of the fight, the Omnitrix hero and the Fairy Queen were trying to punch, kick, and jab one another, but each of their attacks was blocked and parried by blows of equal speed.

A moment later in the intense, speedy one-on-one match, Erza threw a right hook, which was blocked by Fasttrack's left forearm. She spotted an opening and kneed the feline alien in the gut very hard, making him hunch over. Erza jumped in the air, spun her body 360, and delivered a powerful kick into Fasttrack's face.

Fasttrack slid back nearly halfway across the training ground before he came to a stop. He brought up his head and glared at his opponent. He recovered instantaneously and shot forward, leaving a trail of dust in his wake. Erza immediately bent her knees and blasted forward as well.

Just as the two speed demons were about to collide, Fasttrack slapped the Omnitrix dial, causing Erza to momentarily blinded by the emerald light. Out of nowhere, the armor-switching mage ran straight into a two-armed clothesline, courtesy of…

"Four Arms!" Ben yelled in a deep, raspy voice.

The red-skinned Tetramand picked Erza up and threw her into the ground so hard that she dug a small trench that stretched for at least thirty yards before she came to a stop.

Lucy gasped; startled by the amount of force that Erza was thrown into the ground with. "Oh wow!" She shrieked fearfully. "They're really getting into it."

"Aye," Happy agreed cheerfully.

"It's an awesome fight, huh Lucy?" Natsu asked; a bright smile on his face.

"More like terrifying." Lucy deadpanned.

Erza clenched her teeth and suppressed a groan. Pain was flowing through her body in waves. As she sat up from the trench, her arms shook and struggled to hold her up. Erza's body was now covered in dirt, cuts, and bruises while her Flight Armor was tattered in places.

The sound of a low, guttural yell caught her attention. She looked up to see Four Arms descending toward her with all four arms reared back. In spite of the pain, Erza dove out of the trench just as Four Arms slammed his forearms on the ground with a loud smash.

Four Arms leapt at Erza again but the redheaded warrior sprinted in a zigzag pattern to avoid his attacks. Finally, having enough, the Tetramand pulled back all four of his arms as far as they could go before bringing them together, creating a powerful thunderclap. As a result, Erza was knocked all the way back across the training grounds by the shockwave.

Elfman's mouth dropped a little, his expression portraying shock; however, his shock immediately transformed into excitement. "OH YEAH! Now that's manly!"

Four Arms sprinted to where Erza was shakily standing up, but halfway there, he was temporarily blinded by a gold flash. Suddenly, Four Arms was forced to hold up his forearms to shield himself from a bombardment of glowing swords. The blades shattered into pieces against his tough Tetramand skin, but the speed they traveled at did force Ben to backpedal.

When the barrage of swords stopped, he looked up to see Erza in her Heaven's Wheel Armor once again. But what the teen hero really noticed was the determined look in her eyes; the determination to never give up. Four Arms smiled, he admired that spirit. He had the same spirit within him as well, which was why he was certainly not going to lose this challenge.

As Erza floated in the air, a dozen magical swords flashed into existence around her. "Dance, my blades!" The swords began to orbit around her, reminding Ben of Gravattack. "Circle Sword!"

After taking a disc formation, the blades shot toward Four Arms. Ben's four eyes widened as he back-flipped to dodge the attack. When the swords crashed into the ground, a heavy amount of dirt and rock was thrown up and rained down on Four Arms.

He held his upper arms over his head, trying to shield himself from the dust-choked air. Visibility inside the dirt storm was relatively zero. His eyes widened once more, he knew that he was not a good position right now.

Without warning, Erza soared into the dust cloud and slashed her twin blades against Four Arm's chest in an X-shaped pattern. Four Arms backpedaled from the attack.

Just as Erza flew off, she shouted, "Scattered Petals!"

Four Arms was taken off guard when a few dozen swords slammed into his body. Though they shattered immediately from contact with his tough skin, the velocity at which they traveled sent the Tetramand flying back. He bounced off the ground a couple times before skidding to a stop on his back.

A gruff groan emanated from Four Arm's throat as he rolled over and stood back up. He turned back to Erza, only to see a couple dozen swords flying at him. Ben swiftly dodged to the side, letting the blades collide with the earth. Erza was flying at him, summoning more swords around her and then launching them at Ben.

Four Arms was forced to go on the defensive as he ran, jumped, and back-flipped to avoid the sharp weapons being shot at him. However, a few did manage to hit him and shatter against his body, but that didn't mean that they failed to sting his skin.

As the Omnitrix hero evaded Erza's attacks, he began to think. "Gravattack was my best advantage over her, but with Erza's Giant Armor, she can fight back against him. Although all the forms I've changed into so far are strong, I don't wanna go full-out on her and seriously hurt or even kill her.'

Ben sweat dropped when a thought occurred to him. 'I wonder if she shares the same concern. I mean, she's fought me with a lot of sharp weapons so far and has shot me with God knows how many swords!'

He was interrupted from his musings when he was forced to backpedal again, sidestepping the swords that Erza fired at him yet again.

'I know after all these transformations that I can't have much power left in the Omnitrix.' Ben thought. 'How can I beat her? She's just as versatile as me! Anything I become, she has an armor that can counter my attacks and fight back.'

Suddenly, Four Arm's eyes widened when a realization hit him like a freight train. 'Her armor! That's it!'

Ben slapped the Omnitrix dial again. Erza looked away from the blinding green light. When it disappeared, standing in Four Arm's place was a six-foot-tall humanoid with yellow and black skin. It had two crab-like claws for hands and its shoulders were broad and formed an arch. The being's head was shaped like a skull, has a yellow eyebrow-like crest, and levitated in-between the arch of its shoulders. The Fairy Tail emblem was marked in black on its left shoulder arch in the yellow part.

"Lodestar," Ben yelled out in a scratchy, metallic voice.

The wizards of Fairy Tail eyed this unseen transformation peculiarly. It looked weak and unimpressive. But what really caught their attention about this form was its head floating in-between its shoulders.

Erza eyed Lodestar with a raised brow, Ben's new form didn't appear threatening or strong; however, she withheld judgment for the moment. She knew that underestimating an opponent like Ben would be a big mistake.

"What kind of form is this?" Erza inquired.

Lodestar sneered. "This is the form that's gonna beat you!"

Erza scoffed. "Forgive me, but I find that very unlikely." In multiple flashes of white, Erza summoned a few dozen swords around her. "I've already forced you to change forms several times now, and like I said before, I will not be going easy on you!"

With a fearsome cry, Erza launched the swords straight at Lodestar; however, to everyone's confusion, the yellow and black alien didn't attempt to dodge the incoming projectiles. Lodestar smirked as he held out his right pincer and green magnetic waves emitted from it, which distorted the air.

Suddenly, the swords Erza had launched stopped in midair and instead of striking Lodestar they gathered above him. Erza's eyes widened exponentially as her mouth gaped a little. No one had ever been able to stop her swords like that.

The mages watching the fight were just as stunned by the spectacle as Erza was.

"How?" Erza stuttered. "How did you stop my swords?"

Lodestar stretched out his other pincer, which emitted another set of magnetic waves. To Erza's shock and bewilderment, she was being pulled toward Lodestar by some type of strong force.

"You and your blades just can't resist my magnetic personality." Lodestar quipped.

When she got within ten yards of him, she was suddenly slammed into the ground. Erza suppressed her cries of pain as the Biosovortian slammed her into the ground a few more times until her body had formed a shallow crater. He brought her up in the air in front of him. Her skin was bruised and cut in places and her armor had a few dings in it.

Ben really felt bad about giving her those injuries, but she was the one who'd challenged him in the first place; besides, he really had no choice since the Omnitrix didn't have much power left in it. If he was going to win, he needed to finish this quickly.

"And it would appear that your armor finds me to be very attractive too."

As Lodestar focused his magnetic energy on Erza's armor, bits and pieces of her Heaven's Wheel armor began to break away and began to accumulate a few meters above her. Her metal, feather-like angel wings on her back and the plates on her skirt, boots, and gauntlets all began to tear away. Even her thin, feather-shaped breastplate began to peel back, causing Erza's eyes to widen in horror.

Lodestar saw this too and sweat dropped in panic and embarrassment. "Uh…okay, maybe not all of it."

Just before the breastplate was ripped off completely, Ben stopped peeling it back and shifted it back to its normal position.

Lodestar pulled off enough metal parts from her armor and sent the blades that Erza fired at him earlier into the metal ball above her. Focusing hard on his abilities, Lodestar actually made the metal of the sword bend and meld with the broken armor parts. The end result was a big, smooth silver sphere.

Erza's eyes widened when she realized what he was doing. Before she could react, Ben swiped his pincers down, causing her to crash into the ground with the giant ball falling on top of her. The earth shook from the impact while a cloud of dust was thrown up.

The Fairy Tail wizards starred in anxiety and anticipation. All of them were wondering what happened. When the dust settled, Lodestar could be seen lifting the metal ball out of a hole and laying it to the side. Most of them gasped while others stood petrified when Lodestar lifted an unconscious Erza next. Her Heaven's Wheel Armor was broken in various spots and she had sustained many cuts and bruises on her body.

When he gently laid her on the ground, a low moan escaped from her lips. "I think you've had enough." Lodestar said.

"This fight is over and Ben is the winner!" Makarov exclaimed.

For a moment, everyone was quiet as they looked on in shock and disbelief. Despite that neither one was going full-out, they couldn't believe that Titania Erza had really lost. After it sunk in, everyone broke out into a thunderous applause for him like they had when he'd beat Natsu. Even though most of them bet on Erza and lost money, they couldn't help but cheer for Ben and his well-earned win.

However, Natsu and Gray were another story entirely.

"NO WAY!" they both shouted together, their expressions depicting shock. "ERZA ACTUALLY LOST!"

"Makes you think twice about challenging Ben next time, huh?" Lucy noted.

"YAY!" Happy yelled, enthused. "I just won a lot of money! I wonder how much fish I can buy!"

"SERIOUSLY?!" Lucy hollered. "YOU'RE GONNA SPEND IT ALL ON FISH?!"

Wakaba's pipe fell to the ground as his mouth dropped. "I don't believe it. Erza, our Erza, Queen of the Fairies…lost?"

"Yeah," Macao replied, "though I bet on Ben I'm still kind of mind-blown myself."

Elfman smirked and crossed his arms over his chest. "Now that's a real man right there."

"And that real man just won me a ton of money! Woo-hoo!" Cana cheered as she jumped in excitement.

Erza groaned again as her eyes fluttered open. Her vision was blurry and all she could see was a yellow and black figure standing by her. When her eyes readjusted, she could see Lodestar looking down at her. The Biosovortian held out his right pincer, offering to help her up.

As her dazed state passed, Erza reached out and grabbed his pincer, letting Lodestar pull her back to her feet. Her knees almost buckled but Ben steadied her and kept her from collapsing back to the ground. In a flash of gold, Erza re-quipped into her Heart Kreuz armor.

"Are you okay?" Lodestar asked, concerned that he may have overdid it.

Erza turned to look at him hard with a frown, her right eye concealed by her hair. Lodestar's eyes widened a bit, he had to admit that Erza's scarlet hair was beautiful. 'Wait! Did I just say Erza's hair is pretty? Well…I can't deny that.'

The redheaded warrior's frown turned into a smile. "I will be."

"If you want, I can go Clockwork and reverse time around your injuries." Ben offered.

Erza shook her head. "I appreciate your kindness, but I'll be alright, Ben." She said gently. "Congratulations, on the win. I must admit, I've never been in a fight like that."

Lodestar shrugged. "Thanks. I gotta say I can see why they call you The Fairy Queen. You had me on the ropes there for a while. You really are a great, powerful fighter. I certainly wouldn't wanna get on your bad side."

Erza smiled from his compliment. "It's been a long time since I have ever lost at anything." Her determined smile returned. "I will train harder to defeat you in our rematch someday."

Lodestar sweat dropped. The thought of fighting a powerhouse like Erza again made him cringe. "I'm not so sure about that."

"Master, can you believe it? Erza really lost a fight?" Mirajane asked, shocked.

With his head hung low, he hummed in contemplation. "Yes. Very impressive that Ben managed to defeat one of our strongest S-Class wizards."

'He'll make an excellent candidate for the S-Class trial next year.' He thought.

"However, I really envy him." Makarov continued.

Mirajane turned to him, confused. "Why, master?"

The dwarf-sized mage laughed giddily, "Because he got the full view of Erza's Seduction Armor. OH WOW! NOW THAT IS ONE LUCKY YOUNG MAN!"

"MASTER!" Mirajane reprimanded.

Elfman walked up behind Ben, who stood about a foot taller than Lodestar. "Great job, Ben!" He applauded. "That was one of the manliest fights I've ever seen!"

With closed eyes, the white haired giant slapped the back of Lodestar's head for a job well done; however, Elfman had unintentionally struck his head so hard it went flying off and straight toward the crowd.

Lucy saw a silver object hurdling toward her. She stretched out her arms and caught the object and brought it to eyelevel, but her face went blank when she saw it was Lodestar's head.

"Nice catch, Lucy." Lodestar said.

The blonde mage looked at the metal head blankly before letting out a high-pitched scream and throwing the head back into the air. Lodestar's head fell back down and landed in a barrel of beer right next to Cana.

"Little help here." Ben managed to shout before his head sunk.

Seeing his friend in distress, Natsu rushed toward the barrel with his right fist on fire. "Hang tight, Ben!"

The Dragon Slayer leapt at the barrel with his flaming fist cocked back. Cana quickly lifted the barrel up and smashed the bottom of it against Natsu's skull, driving him face-first into the dirt.

"Keep your shorts on!" the brunette yelled.

Cana lifted the barrel to her mouth and proceeded to drink it all. After a few big gulps, she had consumed all of the booze and reached in to pull out Lodestar's beer-soaked head.

"Thanks Cana," Ben said.

Cana smiled, and replied happily, "I should be thanking you. The money that you won me will cover my whole tab."

The sound of crashing caught everyone's attention. They turn to see Lodestar's headless body smashing the trunk of a tree on the perimeter of the training ground.

"Hey! Cut it out!" Gray shouted at the body.

"Don't bother," Lodestar said. "His ears are over here with me. He can't hear anything you're saying." Lodestar looked at the one responsible for this mess, and yelled, "Hey Elfman, could you grab my body?"

As Elfman walked over to the headless body, Erza watched the scene and blinked. "With his head knocked off he's completely helpless and his body just wanders around searching for it." She narrowed her eyes and frowned. "That would have been useful to know during the fight."

Elfman easily got behind the wandering body, picked it up, and carried it to where Cana and Lodestar's head was.

"Thanks Elfman," Lodestar said. "Cana, could you put me back in-between my shoulders."

The brunette drinker placed the metal head in-between Lodestar's arched shoulders and let go. His head was now floating back in its normal position.

"Thanks, feels weird when your head's detached from your body." Lodestar noted.

"YOUR HEAD'S ALREADY DETACHED!" Lucy shrieked. "IT'S FLOATING IN-BETWEEN YOUR SHOULDERS FOR MAVIS'S SAKE!"

"Hey, after you caught me why'd you freak out and throw me like that?" he asked.

"WHY?! I CATCH A TALKING HEAD AND YOU'RE ASKING ME WHY I FREAKED OUT?!" the Celestial Spirit mage cried.

Lodestar was silent for a moment before he conceded, "Okay, point taken."

"Alright," Makarov announced, "this fight is over. Everyone pick up your things and head back to the construction site or your homes."

With that, the Guild members picked up any stuff that they brought and began to walk down the path that led back to Magnolia.

Lodestar tapped the Omnitrix dial and, in a flash of green, transformed back to Ben. He felt his eyelids grow heavy. After multiple transformations, Ben felt a little tired and worn out. He was about to meet up with the rest of his team until Erza stopped him by turning him to face her.

Before Ben could ask her what she needed, she cocked back her armored fist and punched Ben in the gut. The teen hero hunched over and coughed up a bit of spit, waves of pain filling his insides.

Erza glared at him. "That's for almost tearing off my breastplate."

Ben cringed in pain with his eyes closed. He opened his right eye, and forced out, "Sorry."

The redhead's angry mood instantly vanished and was replaced by cheerfulness. "Now, let's head back to the Guild. After that fight I'm craving a few smoothies. Coming Ben?"

Ben stood up and gave her a thumbs-up. "Yeah, I'll…catch up."

She nodded and walked off with the others. When Erza turned away, Ben fell back to his knees, clutching his aching abdomen.

…

Meanwhile, on a hill in the East Forest, not too far away from Erza's training ground, four figures had been watching the fight.

The first figure was a slim man of average height with waist-length light-green hair; his bangs were brushed to one side, covering the majority of the right side of his face, as well as a pair of thin strands jutting out backwards from the sides of his head, both shaped like lightning bolts. He wore a knee-length, double-breasted dark red coat with lighter-colored cuffs. Strapped to his black leather belt on his left hip was his sword.

This was Freed Justine, leader of the Thunder Legion; one of the strongest teams in Fairy Tail that acted as Laxus's personal bodyguards.

The second figure was a tall, mildly muscular built man whose eyes were concealed by a silver grill that resembled the faceguard of a knight's helmet. He wore a dark, mildly fitting outfit with white vertical stripes that stretched to his head, which was covered in a tight hood except for his face. His arms were adorned with two large armbands, and he possessed large shoulder pads each with a skull on its center. His waist was circled by a simple dark band, which held up a massive waist-guard made of cloth, which came in four long, light-colored pieces, each adorned by a dark "X", reaching down below his knees.

This was Bickslow, the second member of the Thunder Legion. Hovering around him were five wooden, can-shaped dolls with darker-colored wings attached to both sides and had different faces painted on them. These were Bickslow's dolls that were created by his Seith Magic, which allowed the caster to seal wandering souls inside objects and manipulate them as they wish.

The third figure was a woman with a very voluptuous figure paired with very large breasts and curvy hips. Her hair was light brown and stylized in a sideward ponytail and she had a pair of oval-shaped glasses over her dark brown eyes. She wore a green dress, moveable white wings on her back, and navy blue stockings with white sandals.

This was Evergreen, the third member of the Thunder Legion.

The fourth and final figure was a tall, well-muscled young man with spiky-blonde hair, spiked headphones over his ears, and a lightning bolt scar over his right eye. He wore a dark green shirt, a black coat with gray fur trim, and wine red pants.

This was Laxus Dreyar, the grandson of Master Makarov, and an S-Class wizard; he was one of Fairy Tail's top contenders for the title of 'most powerful wizard in Fairy Tail.'

Laxus and the Thunder Legion had heard of the fight between the Guild's newest addition, Ben Tennyson, a powerful Take-Over wizard, and Erza Scarlet, the Queen of the Fairies, going on today. Like everyone else they had come to watch but remained secluded from the rest of Fairy Tail. Laxus was at the front of the pack, his arms crossed over his broad chest. He stared hard at a certain shape-shifter with a frown.

Freed approached him with a neutral expression. "He's quite powerful, wouldn't you say, Laxus?" He asked.

Laxus huffed. "Whatever, he's still just a kid."

"Kid or not, he's a lot stronger than any of those other weaklings down there; besides Makarov!" Bickslow yelled, excited. "Isn't that right, babies?"

The wooden dolls around him all voiced their agreements in happy-sounding voices.

Evergreen stepped forward and peered down at the training ground. As Lodestar transformed back to Ben in an emerald flash, she smiled lustfully. "Hmm…not only is powerful, he's also really cute too."

Freed and Bickslow looked at the brown haired woman, confused. The former shook his head and looked back at Laxus. "So Laxus, do you believe he would make a fine addition to the Thunder Legion?"

Laxus didn't answer as he turned and walked away with a scowl on his face. The Thunder Legion watched him saunter off, perplexed on why he seemed so angry. The three wizards turned their gaze back to Ben, who was running to catch up to his team. He appeared to be holding his stomach for some strange reason.

"What do you two think?" Freed inquired.

"Hmph…certainly seems strong enough for me." Bickslow replied, smiling maniacally.

Evergreen smirked. "Powerful wizard, attractive body, handsome face," her eyes traveled lower and a light blush appeared on her face, "cute butt. He defeated Erza. Oh yes, I want him for sure."

Bickslow looked at her peculiarly. "Do you want him on our team or do you actually want him?"

The brown haired beauty smiled shyly and blushed. "Both," she replied.

Freed and Bickslow both sweat dropped.

"Getting back to business," Freed said, "one of us should ask him to join us on our mission. It'll allow us a chance to gauge his strength and determine if he can be an ally of Laxus."

The leader of the Thunder Legion didn't have to wait before someone quickly volunteered.

…

An hour later, Mirajane had announced that despite the ongoing construction, the Guild would be taking on job requests again. This immediately got everyone excited as a crowd gathered around the Request Board to find a job. Other wizards were by the bar area, drinking beer or smoothies and talking; mainly about the earlier fight.

However, there was one Fairy Tail member who wasn't standing at the Request Board or lounging by the bar. Ben was sleeping at a table with his head and arms lying on the wooden top. The moment he got back to the Guild he felt really sleepy, no doubt from all the transformations during the fight. He only drank half a smoothie before he was out like a light.

Natsu, Gray, Lucy and Happy were by the Request Board searching for a job. The former two were arguing which job would be the best, while Lucy sweat dropped in annoyance. Happy glanced behind him and noticed Ben napping on a table nearby. His eyes then spotted an exposed white and green wristwatch on Ben's left wrist, causing him to laugh mischievously.

Happy flew over to Ben's slumbering form and gently landed on the table. He eyed the Omnitrix in wonder before he stretched out his paw and pressed the faceplate. The watch emitted a beep before a green holo-ring full of alien icons popped up.

"Ooh," Happy awed with a bright smile.

He scrolled through the various assortments of icons, looking for one in particular. "Rath, Rath, where is Rath?" he whispered.

Erza was on her third strawberry smoothie, making sure to drink it slowly. She certainly didn't want to experience that accursed brain freeze ever again. She saw Natsu and Gray by the Request Board getting into each other's face, ready to fight. The redhead frowned and made her way over there until she spotted Happy. He was playing with something on Ben's wrist while Ben himself was snoozing on the table.

The armored warrior changed direction and stopped by the table, standing behind Happy with her arms crossed over her breastplate. "What do you think you're doing, Happy?" She asked.

Upon hearing Erza's voice, Happy yelped in terror and accidentally fell forward onto the Omnitrix and unintentionally activated it. Ben's body was engulfed with emerald light. When the flash disappeared, Ben was replaced by an orange crab with a large head.

The green flash caught the attention of nearby Fairy Tail members including Natsu, Gray, and Lucy.

"Whoa," Elfman said, "what kind of creature is that supposed to be?"

"I remember this form." Lucy responded. "This is the guy Ben turned into when Natsu, Happy, and I first met him. I think he called him, Brainstorm."

A few more wizards such as Macao, Wakaba, and Mirajane approached the table that Brainstorm's big head was lying on, bewildered by Ben's new form. Before anyone could comment, Happy began to gnaw away at Brainstorm's right pincer.

"WHAT DO YOU THINK YOU'RE DOING?!" Lucy cried. She grabbed Happy and tried pulling him away, but the blue cat refused to open his mouth. "YOU CAN'T EAT HIM!"

"But he's a crab! He has to be yummy!" Happy protested; his voice muffled by Ben's limb.

"I DON'T CARE! HE'S OUR TEAMMATE AND FRIEND! YOU CAN'T EAT HIM!" Lucy stated forcefully.

"Happy," Erza growled, her eyes glowing red.

Happy squealed as he instantly let go and flew behind Lucy, shaking in trepidation. "I'm sorry, Erza." He pleaded. "I was just curious of how he tasted."

Natsu laughed. "Curiosity almost killed the cat. Huh?"

"Ugh," everyone groaned at Natsu's bad pun.

When the moment passed, everyone turned their gaze back to a slumbering Brainstorm.

"So, a giant crab, huh?" Wakaba commented.

"I wonder what this one can do." Mirajane questioned.

"I'm quite curious myself." Erza admitted. "This form doesn't appear to be very strong."

Natsu remembered this alien and grinned brightly. "Oh, you guys got to see this!"

He ran to Brainstorm's side and put his hands on both sides of his giant cranium. Using his impressive strength, Natsu opened Brainstorm's skull plate in two, much to everyone's shock. When they saw the giant brain, their faces turned slightly green.

"Ewwwww!" Mirajane squealed with wide eyes.

"NATSU, WHY THE HELL DID YAH BREAK OPEN HIS SKULL, YAH IDIOT?" Gray shouted.

"You guys calm down, it's supposed to break open like this." Natsu assured.

"Yeah," Lucy vouched, "he's right. And believe it or not, Ben was able to shoot lightning out from his brain in this form."

"Huh?" everyone remarked, confused.

"Hmm…I wonder," Natsu stretched out his finger and curiously poked the side of Brainstorm's brain.

All of a sudden, Brainstorm's eyes bulged open as he let out a surprised yell. Green lightning fired out from his brain and lashed out at random, one of them hitting Natsu and sending him crashing through the bar's counter. Seeing lightning come out of Brainstorm's head did startle some of the gathered mages.

"What the deuce?!" Brainstormed cursed, stumbling back in shock.

When he finally composed himself, he closed his skull plate and shot a certain pink haired wizard a glare. "You there my intelligence-impaired, pyrokinetic friend, don't you know that is inappropriate to open someone's cranial plate and expose and touch one's cerebral cortex; especially when said cerebral cortex has mastery in the arts of electrokinesis?"

Natsu blinked a couple times with a clueless expression on his face. "Who with the what now?"

Brainstorm narrowed his eyes in annoyance at the Dragon Slayer as he approached the bar. The crustacean reared back his pincer and hit Natsu in the face, making him fall to the ground.

"Don't touch other peoples' brains!" the Omnitrix wearer yelled.

"HA!" Gray laughed. "Nice one, Ben!"

"Where are your clothes?" demanded Lucy.

The ice mage's smugness was replaced by panic. "OH C'MON! HOW DOES THIS KEEP HAPPENING?"

Natsu grunted as he got up from the wrecked countertop. "What's the deal, man? I barely touched you!"

Brainstorm glared at Natsu again and slapped the Omnitrix dial. Everyone was forced to shield their eyes from the emerald light. When the flash died away, instead of seeing some kind of creature, they saw nothing. They looked around for any sign of Ben, but found nothing.

"Huh? Hey, where'd he go?" Natsu asked no one in particular. He then smiled proudly. "Ha! Guess I scared him off."

"Don't count on it," a squeaky voice said from his ear, which baffled the fire wizard.

He probed his finger around in his ear, but couldn't feel anything. Suddenly, he felt a painful stinging sensation in his brain, which caused him to cry out and fall to the floor face first. His eyes were swirling while he groaned from an intense migraine.

Everyone looked at the Dragon Slayer, confused by his action.

"What's your problem, flame brain?" Gray asked.

"Hey, look!" Lucy pointed at a small green dot flying out from Natsu's ear. The dot increased in size until it was an inch tall. It appeared to be a humanoid with grey metallic skin and had a green circuit-like design on it. On its back was a pair of green wings; the Omnitrix symbol was displayed on its chest.

"Alright," the little creature landed on Natsu's head and held up its arms in triumph. "Nanomech claims victory!"

"WHA!" the group said simultaneously, dumbfounded by the small creature.

"BEN! Is that you?" Lucy asked, startled.

Nanomech hopped off Natsu's head and, in another green flash, transformed back to Ben. "Who else?" The brunette then turned his gaze back to a groaning Natsu, and smirked. "What's the matter? I barely touched you."

"What did you do to him?" Happy asked, flying over Natsu's body.

Ben grinned. "I turned into Nanomech, shrunk myself down until I was really, really small to where I could fly into his ear canal, then I zapped his brain."

The group of wizards blinked, starring at Ben with dumbfounded expressions.

"No way," Gray breathed, "you actually found a brain in there?"

…

Later, after Natsu had recovered, he had gotten mad and challenged Ben to another fight. The teen hero activated the Omnitrix and threatened to take him for another spin with Gravattack. The thought of being spun around again instantly made Natsu sick, and he quickly backed down; much to Gray's amusement.

Now, Ben was sitting at the bar sucking down his banana-kiwi smoothie, enjoying his moment of relaxation. No one trying to fight him. No one messing with his head. Nope. Just him and his delicious smoothie.

However, the relaxing moment was interrupted when he heard someone approach him. "Well, well, who do we have here?" a feminine voice said.

Ben turned to the source of the voice coming from his left. The first thing Ben saw was a very large rack that was barely held by a green dress. He also took note of the Fairy Tail mark stamped on the woman's right breast. The woman was voluptuous, had light brown hair stylized in a sideways ponytail, and wore a pair of oval-shaped glasses.

Ben blinked and couldn't help but blush. This woman was quite attractive, but the main reason his face was flushed was because her large, barely concealed breasts were right in front of him.

"Um…hi," Ben gulped. He looked at her more and didn't recognize her. "Um…I'm sorry, who are you? I've never seen you before."

The woman smiled bashfully and chuckled a little. "No need to apologize. You're still new to Fairy Tail. My name is Evergreen."

From the tables close by, a few mages were watching the interaction between Ben and Evergreen with interest.

"Whoa," Wakaba said, "Evergreen? She hardly ever comes to the Guild."

"Yeah," Macao added. "Why's she so close to Ben?"

"No way," Droy remarked from the table next to Macao and Wakaba's. "Is she…flirting with him?"

"That's new." Jet said with wide eyes.

"Evergreen?" Ben repeated. "Nice to meet you, I'm Ben Tennyson. I don't think I've heard of you. Are you part of a team?"

The brown haired beauty smirked. "I'm part of the Thunder Legion, the strongest team in Fairy Tail."

'Thunder Legion? Why haven't I heard of them either?' Ben wondered.

"Anyways, Ben," Evergreen continued, still smiling coyly, "I just came by to ask you something."

Ben blinked. "What's that?"

Evergreen leaned in with her breast inching closer to his face, causing the teenage hero to blush.

"Would you care to join me and my team on a mission?" Evergreen asked.

This shocked the mages who were eavesdropping on Evergreen and Ben.

"Did she really just ask him to go on a job with her?" Macao said, surprised.

"And with the Thunder Legion?" Wakaba added. "That's never happened before."

Meanwhile, Erza stepped toward the bar area. She had just accepted a request from the S-Class board and had sent the client a letter of notification of her accepting the job and her arrival. As per the standard of an S-class job it was going to be dangerous and Erza had a feeling that she may need backup. She was about to search for her team and ask them if they could accompany her until she spotted Evergreen and Ben.

The armored warrior noticed how very close the brown haired woman was in Ben's bubble and how Ben was subtly leaning away with a light blush. When she heard Evergreen ask Ben to join her on a job, Erza froze.

'Why would Evergreen of all people ask Ben to join her on a mission?' Titania thought. She then took note of Evergreen's coy smile and how she seemed to be eying Ben like a hunk of meat. Her eyes abruptly narrowed as she tightly clenched her armored fists. 'I see.'

Without a word, she headed straight for the duo. A trail of steam hissing out from her ears in her wake.

"Uh…well…the thing is…uh," Ben stammered, unsure of how to respond. He, of course, knew that this Evergreen was flirting with him for some odd reason. But asking him to join her team? Didn't she know that he was already part of one?

"He's already going on a job with me." another voice inputted.

Ben turned to see Erza standing behind him, a scary frown on her face. The Omnitrix hero didn't know whether to feel grateful for Erza saving him or unsettled by her scary-looking facial expression; probably both.

Evergreen turned away from Ben and shot a nasty glare at the opposing woman. "Titania Erza," Evergreen spat out with resentment in her voice. "What do you mean he's going on a job with you?"

"Wait!" Ben interrupted, and turned to Erza. "I'm going on a job with you? Since…"

The redhead placed her armored hand over his mouth to silence him. "Quiet." She ordered him. "As I said, he's already going on a mission with me; besides," her glare intensified, "he's part of my team and I don't like it when other wizards try and steal my teammates away."

The two women starred at each other with obvious scorn. Ben was stuck in the middle, looking between the two in confusion. The mages who were watching the scene unfold looked on, dumbfounded and surprised.

"Is…Erza really fighting Evergreen over Ben?" Jet asked.

"Sure seems that way." Macao answered from the other table. "Damn, lucky guy."

"Man," Wakaba commented, "he's only been in the Guild for a few weeks and he's already gotten more girls than you ever have, Macao."

"Watch it, pal!" Macao replied angrily.

A moment passed as Evergreen and Erza continued to glare at one another in ire. Finally, it was Evergreen who backed down.

"Whatever," she snorted, "I need to get ready for my team's mission anyway." Evergreen then smiled shyly at Ben. "Maybe next time, cutie."

"Huh?" Ben remarked, dumbfounded.

Without another word, Erza grabbed Ben by the hem of his black t-shirt and dragged him off; her expression darkened slightly after Evergreen's comment to Ben.

"HEY! Watch the shirt, Erza!" Ben shouted, but his protests fell on deaf ears.

Those observing the scene watched as Erza pulled Ben away, leaving a steamed Evergreen behind.

"Guess we know who the winner is." Macao noted.

"Yep; round one goes to Erza." Wakaba joked.

When Ben and Erza got into the courtyard, the former pulled the latter's hand off of his shirt. He straightened up his t-shirt and gave the redhead a serious look. "Okay," he demanded, "I need an explanation, now."

Erza sighed. "Very well, you're going on a job with me."

Ben blanked. "Since when?"

"Since a minute ago," she replied. "I wasn't going to allow her to steal you away from our team. I needed something to convince her that you weren't available."

"So," Ben rubbed the back of his neck, "it was a ploy? You lied to her?"

Erza smirked. "I wasn't lying about that, Ben. You will be going on a mission with me."

"Okay," Ben said, lifting a brow, "what kind of mission are we talking about here?"

"It's S-Class," she answered, smiling slyly.

"S-Class? Don't I have to be an S-Class wizard to go on those jobs?" he asked.

"You don't have to be, not as long as you are with an S-Class wizard." Erza replied.

Ben thought about it. He was confused why Erza would all of a sudden want him to go on a mission with just her, and an S-Class one at that. However, part of him was curious about what kind of job it was.

"So what exactly is the job?" inquired Ben.

Erza's expression turned serious. She pulled out the job flier and handed it to Ben and explained to him, "Volk Springs, a town in the northern parts of Fiore, has been under attack by volcano demons for the last three weeks. Lava fissures pop up in random spots in town and groups of dangerous, volcanic creatures climb out and terrorize civilians.

"Several people have already been seriously injured, and it appears the attacks are becoming more frequent. If something isn't done soon, it is only a matter of time before innocent people are killed. The job is to go in and destroy these creatures before they bring any more harm to the people of that town.

"I'm not foolish enough to believe I can vanquish a potential colony of volcano monsters on my own. I can't bring the others with me since they are not ready for a job like this. I could really use your assistance on this mission, Ben." Erza finished.

Ben read the flier and the way it was worded, it sounded as if the town really was desperate for someone's aid. His hero instincts quickly kicked in, and he didn't hesitate to give Erza his answer.

"Alright, I'm in." Ben said; eager to help the townsfolk.

Erza smiled in appreciation. "Thank you, Ben. You'll also get a hefty reward when we complete this job."

Ben blinked. "Reward?"

He hadn't bothered looking at the reward sum. After reading about the town's citizens falling victim to volcanic demon attacks, he honestly didn't care about it. However, since he was running very low on money, he took a gander at the reward.

His eyes widened slightly when he read the amount of jewels being offered.

If he and Erza succeeded, they would receive a compensation of ten-million jewels. Split between them both, Ben would still be left with a lot of money; enough that he could buy his own place!

Erza chuckled, amused by Ben's surprised expression. "Yes. It's a very big reward. Even after we split it, you'll have more than enough money to get out of Gray's house and acquire your own."

Ben smiled confidently and looked back at the redhead. "That's great. I'm more concerned with protecting those people, but I do need the money. So when do we head out?"

"We leave first thing tomorrow morning. Meet me here, we'll grab a smoothie, and then head out." She replied.

'So I've gotten her hooked on smoothies, huh?' the Omnitrix bearer inwardly smirked, feeling very accomplished.

He grinned, and responded, "Sounds like a plan."

"Hey guys," the shape-shifter and armor-shifter turned to see Lucy approaching them. With her were Natsu, Gray, and Happy. The Dragon Slayer and ice-make wizard were in each other's face, already insulting one another. Lucy stood in front of them, acting oblivious to what was happening behind her.

"They're at it again, huh?" Ben remarked.

Lucy sighed, annoyed. "Yes."

"Natsu, Gray," Erza spoke in her commanding tone, "that's enough."

Instantaneously, the duo smiled and swung an arm around one another's shoulders as if they were good buddies. "Yes ma'am!" they both shouted.

Ben chuckled. "Whipped"

"Anyways, I picked us out a job. It's defeating some bandits who've overrun Fort Term. We can leave in the morning." Lucy said.

"I'm sorry, Lucy, but I'm afraid Ben and I can't tag along." Erza responded. "We're both going on a job of our own tomorrow."

This immediately caught Lucy, Happy, Gray, and Natsu's attention; the latter two even stopped quarreling with each other to focus their attention on Ben and Erza.

"You two are going on a job already? What kind?" Natsu asked eagerly.

"Ben and I are going on an S-Class quest to slay a colony of volcanic demons that have been terrorizing a town." Erza summarized.

The four's jaws dropped in shock and disbelief. First, Erza challenged Ben to a fight, then Ben won, and now she was taking him on an S-Class job?!

"NO WAY!" Natsu, Gray, and Happy yelled simultaneously; shocked expressions plastered on their faces.

"You're taking Ben on an S-Class quest?!" Natsu shouted angrily. "To take down volcano demons?! AW MAN! I WANNA GO!"

"You guys have already accepted a job, haven't you?" Ben pointed out; a smile on his face. "Someone's got to take down those bandits."

"Ben is right; besides, you two are not ready for a mission like this; perhaps some other time." Erza added.

Natsu and Gray's shoulders slumped while their heads lowered in defeat. "Aww," they moaned.

Lucy, however, didn't seem affected at all; in fact, if anything, she looked relieved that she didn't have to go fight volcano monsters. "That's fine. You two have fun with that." She said cheerfully.

Lucy quickly grabbed Natsu and Gray by their shirts and dragged them away before the two dunderheads could convince Erza to let them tag along. She would rather take her chances with bandits than volcanic demons any day.

"Aw, but fighting volcano demons sounds a lot more fun than boring ole bandits." Natsu complained.

Lucy turned to him, and retorted, "You have a weird definition of fun."

"We'll see you all tomorrow before we head out." Erza then looked at her partner. "Ben, I would suggest you get your things packed tonight."

Ben rubbed the back of his head sheepishly. "Other than what I've got on, I only have a pair of pajamas and a toothbrush. I accidentally damaged my other clothes when washing them this morning."

"Oh," the redhead said, "well, we'll go out shopping for your things when we get paid. In the meantime," she suddenly grabbed his wrist and began dragging him off, "you can help me pack my things."

Ben sweat dropped again. "What? Why me?"

He knew of the ludicrous amount of stuff Erza brought on a mission. The thought of helping her pack all those things made him scared. What kind of mess had he gotten himself into?

…

A/N: Hmm…I specifically recall saying that I would never make a chapter as long as the last one again. Well, it appears I've gone back on my word. I got over 20,000 words on this update alone. That's a new record for me, yet again!

Anyways, what'd you all think? Before I sign off, I'd like to mention a few things.

For those who think I downplayed Ben's aliens, think again. Ben didn't go full-out on Erza and vice versa. It was only a friendly sparring competition. If they had gone all-out, not only would the destruction level be immense but Ben would've seriously hurt or killed Erza.

Second, I do remember saying I would bring in Beelzebash again in this chapter. Well, I decided to hold off on that. I may bring him back in during the Pits of Infernus mini-arc.

Third, for those who argue that Erza could've re-quipped out of her armor to escape Lodestar's magnetic pull, you have to remember that Erza is not entirely comfortable without her armor right now. That problem isn't solved until the conclusion of the Tower of Heaven. Besides, she wasn't aware that magnetism was Lodestar's power at the time.

Lastly, the poll to decide Ben's epithet is up on my profile. It'll remain there until June 1 so anyone who hasn't voted needs to do it soon.

Thanks goes out to Star Saber21 for his suggestions in this chapter.

Next chapter: Pits of Infernus, Part 1 – Ben has a short confrontation with Laxus. Ben and Erza set off on their job. A new Ultimate form is revealed.

NOTICE: if you or anyone you know was harmed by the awesomeness of smoothies, fighting, and/or women's breasts in this chapter, Ultimate10 is not liable and cannot be tried.

Anyways, please leave any comments or critique in the review box. Remember, flames will be doused by Water Hazard.