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

16. Chapter 16

A/N: The last chapter again was a success; it got over fifty reviews! I feel so proud and honored to be writing this story. I would like to thankStar Saber21for his suggestions that give the story more comedy.

I would also like to extend a thank you toVandenbz, who took the time and patience out of his life to edit this chapter and everything else back until chapter seven. A few things have been changed around to make scenes flow smoother. However, it was nothing drastic just some rearranging of words as well a few additional sentences and correcting spelling/grammar errors.

I seem to have a knack for creating original one-shots. I look forward to the future one-shots I have planned with assistance fromStar Saber21. For now, I'll focus on this original mini-arc.

WARNING: this chapter contains an electric, hard-hitting fight, embarrassing/romance/comedy moments, and…more importantly…bunny suit action! You have been warned.

Now, on with the show!

...

Ultimate Fairy

Chapter 16: Pits of Infernus

Part I

…

It was morning. The sun was out and a few white, puffy clouds floated freely across the vast blue sky. The morning temperature was cool; however, since summertime was very close, the afternoon heat was expected to hit soon. For now, it felt very good to be outside in the town of Magnolia.

Ben Tennyson, the bearer of the Omnitrix, and savior of the universe, was walking down the stone streets of Magnolia. He was wearing his usual attire except his green hero jacket was draped over his back as he held the left sleeve with his right hand. Ben had taken off his jacket to enjoy the nice, cool temperatures the morning was offering.

The bearer of the Omnitrix was headed to the Fairy Tail Guild Hall, which was steadily coming along in its construction. As he walked, his mind was musing over the events that had taken place after he defeated Erza in battle yesterday. For some bizarre reason, a guild member he had never heard or seen before named Evergreen had come up to him, asking if he would accompany her and the Thunder Legion on a job. While at the same time, she flirted with him and made her interest in him as blunt as possible.

However, before the teen hero could muster up a coherent response, Erza had surprisingly stepped in and stated that he was going on a job with her! At that moment in time, Ben was utterly confused. He could clearly see between the facial expressions that Evergreen and Erza gave each other that they weren't exactly on good terms.

After Erza had dragged him off, Ben demanded an explanation. She replied that she was going on an S-Class job to save a village from volcanic demon attacks. Knowing how imprudent it would have been to go alone, she requested Ben's help. Knowing that peoples' lives were endangered and added to the fact that he needed money, he accepted her offer without hesitation.

Right after he did though, he was dragged off again by the redheaded warrior to help her pack her things for the trip. Needless to say, when Erza brought Ben into her room at Fairy Hills, he was dumbfounded by how much stuff she was taking.

'She can re-quip into dozens of super-powered armor suits and I believe she can also do the same with regular clothing.' Ben thought at the time. 'Why the hell does she need to bring all this crap!?'

While he was reluctantly packing her bags, he'd stumbled across a black leather book. Though Ben normally wouldn't do it, he decided to sneak a peek and see what kind of book it was. BAD MOVE! He didn't have to go past the first two pages before he realized what it was: a smut novel!

At the time, his eyes had bulged open while a trickle of blood fell from his nose. Thankfully, he put the book back before Erza noticed. Wanting to avoid uncovering something else embarrassing, he transformed into XLR8 and finished the job for both of them in a few seconds. Erza showed her gratitude at the time by slamming his head into her breastplate, making him blush and wince in pain.

Ben shivered outwardly, not from being cold but from fear. Fear that if Erza had caught him with that book, she may have killed him. Still, he couldn't believe that the Titania Erza was into that kind of thing. He certainly wasn't expecting it; although, he had to admit it did sound kinky. Now that he thought about it, it did help explain why she had that Seduction Armor…

The Omnitrix bearer immediately shook his head. 'BAD THOUGHTS! BAD THOUGHTS!' He screamed inwardly.

Ben calmed himself down and his mind returned to reality. Though he knew Erza's naughty and embarrassing secret, he promised to keep it to himself. He would never do something like that to his friends; especially when said friend had hundreds of very sharp weapons at her disposal.

A few minutes later, Ben made it to the Guild Hall, more specifically the bar area. A few wizards were gathered around the Request Board, searching for specific job requests that caught their interest. He looked around, looking for Erza but found no sign of her.

'That's odd.'Ben thought. 'She said she'd be here by now.'

Ben shrugged, thinking that she was just running a little late. He looked at the bar and found Lucy and Mirajane talking. The Omnitrix bearer headed toward them and took a seat next to Lucy, laying his jacket on the counter.

"Good morning ladies," Ben greeted kindly.

"Morning, Ben." Mirajane and Lucy replied.

"Hey Ben, shouldn't you be heading out on your job with Erza?" Lucy asked.

Without having to ask, Mira handed Ben a mug of kiwi-strawberry smoothie. Ben smiled. "Thanks Mira," he then turned to Lucy. "Well, Erza said she'd meet me here. She wanted to get a few smoothies for the road."

Lucy sighed and shook her head. "I still can't believe how hard she fell in love with those smoothies of yours."

"Why? Are you dissing the smoothies?" He starred hard at the blonde girl.

Lucy squealed and waved her hands in a placating motion. "No, NO, NO! Of course not! I would never mock the smoothie!" She yelled desperately.

Lucy knew how much Ben loved the frozen drink and wouldn't dare insult it. She didn't want to be on the receiving end of Rath or any of his other powerful forms.

Ben busted out laughing. "I was just kidding, Lucy. But wow! You should've seen the look on your face!"

Lucy narrowed her eyes at Ben and growled, a vein throbbing on her forehead. "NOT COOL, BEN!"

Mirajane, meanwhile, giggled at the scene. "I think it's cute that Erza loves Ben's smoothies so much." She then shot Ben a playful smile. "If you keep it up Ben, you'll have Erza falling for you in no time."

For the first time, Ben actually spat out his smoothie in shock. He coughed for a little bit and took a moment to catch his breath. "HUH? Where'd that come from?"

Lucy tapped her chin in thought. Her face then brightened in realization as she turned to Mirajane with a sly smile. "Now that you mention it Mira, Erza and Ben would make a great couple. Don't yah think?"

Ben's eyes bulged out. "Wait, what?"

"OH YES! Yes, they would be a perfect for each other!" Mira squealed happily. "And with them going on that Peony job, they'll have plenty of opportunities to be together."

The shape-shifter blinked. He couldn't believe what he was hearing. Ben held out his hands frantically. "Whoa! Whoa! Whoa! Time out! You girls are getting WAY ahead of yourselves. It's just a job. Not a romantic getaway."

Mira and Lucy giggled, amused by Ben's panic and apparent cluelessness.

"What's so funny?" he said.

"Do you know why Erza wanted you to go on that job with her?" Lucy asked.

Ben cocked a brow. "She needs help taking out a colony of volcano demons, and she said I'm the only one who's strong enough who can help her pull this job off."

"Yes, that's part of the reason." Mira explained. "But the main reason is that she wants to get a better understanding of you."

Ben blinked. "Wait, how do you know?" He asked.

"Woman's intuition," Mira winked.

Ben scratched the back of head sheepishly, and then held his chin and pondered for a moment. "Well, I guess that makes sense. If we're all going to be on the same team and all, she'd want to get to know me a little more. It'll also give me a chance to get to know her more too." He proceeded to take another sip from his smoothie.

Mira nodded, and smiled teasingly. "I bet she also wants to see if you're her type."

The Omnitrix bearer spat out another stream of smoothie in a random direction, and went on another coughing fit. The white haired and blond haired girls broke out into laughter at Ben's goofiness and the dumbfounded expression plastered on his face.

"Priceless, Mira! Priceless!" Lucy commended as she laughed.

A short moment later, Ben got over his second round of shock and composed himself. "Okay, switching topic," he muttered, "Where are Natsu, Gray, and Happy? Aren't you guys going on a job today?"

"We're here." Gray said nonchalantly.

Ben looked and was flabbergasted to see Natsu and Gray standing right behind Lucy with Happy flying over them. The Celestial mage immediately cried out, freaking out from their sudden appearance.

"Something wrong, Lucy?" Natsu asked, confused.

"WHY'D YOU SNEAK UP BEHIND ME?!" Lucy shouted angrily. "YAH TRYING TO SCARE ME TO DEATH?"

Suddenly, before anything else could be said, a barrel went flying through the air and smashed into Natsu's head, which Ben winced at. The Dragon Slayer collapsed to the floor groaning, a red bump on his head. The pink haired wizard seemed to be a magnet for pain, whether it was from Ben, Erza, or flying kegs.

"Why don't you tell the others how you feel?" Everyone turned to see Erza glowering hard at a spiked-blond haired young man sitting on one of the wooden benches. He wore burgundy pants, a green shirt, and a black coat with gray fur trim.

It was evident by the expression on Erza's face that she was pissed off at the male figure.

"What's going on?" Ben, Lucy, and Gray asked simultaneously.

The spiky blond haired wizard known as Laxus, sneered. "I have no problem telling them what I think of them. This Guild is full of nothing but losers and weaklings." He stated arrogantly. Laxus turned to Droy and Jet, who were standing near a table a couple rows away. "Especially you two morons; you both were Phantom's personal punching bags. You know I'm glad I never bothered to learn your names."

Droy and Jet lowered their heads in anger and shame.

Laxus then turned his gaze to Lucy. "Which brings me to the worst of them all: the little princess wannabe wizard." He jeered smugly. "This was all your fault, yah know."

"LAXUS!" Mirajane yelled angrily. "Would you shut up! The master said that nobody in the Guild was to be held accountable for what happened. Not even you, despite the fact that I practically begged for you to come and help but you turned your back on us!"

"Stop your whining!" Laxus shouted; a smug grin still on his face. "That fight had nothing to do with me. But if I had been there you all wouldn't be drowning your sorrows in this pile of rubble right now, would you? You're all pathetic!"

Ben clenched his fists and glared hard at the blonde haired blowhard. He remembered the first day he had arrived at Fairy Tail and how arrogant Laxus had acted to everyone. The way he insulted his own guild mates (or family members, in Makarov's prospective) really pissed him off. The fact that he had also turned a blind eye to the guild during the Phantom Lord incident only fueled the fire of contempt toward the blonde-haired blowhard.

"Why you!" Erza snarled; her eyes were blazing with fury.

"HEY!" Laxus and everyone else turned their attention to an angry Ben Tennyson. He was standing up from his stool at the bar and approached Laxus. His emerald eyes were glaring intensely at the spiky blonde. "Where do you get off talking to your friends and guild mates like that?" He demanded.

"Friends?" Laxus smirked haughtily. "Ha! These kids here are not my friends. They're all weaklings that serve no use in this Guild. And once I become master, I'm gonna enjoy kicking all of you to the curb!"

"You becoming master of Fairy Tail? Please," Ben scoffed. "A real leader wouldn't abandon his comrades in their time of need."

Laxus frowned and narrowed his hard gaze at Ben. "Don't get too cocky, green boy. You may have beaten Miss Red over there, but she's nothing compared to me." He said haughtily.

"What'd you say?!" Erza roared, the veins on her temple throbbing.

"I doubt that." Ben remarked. "And you better watch what you say about my friends...or else."

Some of the Fairy Tail wizards watching the scene gasped at Ben. They were all shocked that Ben would have the guts to challenge Laxus like that.

"Is he really challenging Laxus?" Wakaba said in disbelief.

"This won't be good." Macao noted.

"Ben, don't." Erza warned; however, her caution went ignored.

Laxus lifted an eyebrow and sneered at the Omnitrix bearer. "Or else? OR ELSE WHAT!?" He cackled and held his sides. "You really think you can beat me? Oh please! As if a pathetic weakling like you could even come close to giving me a challenge."

Happy flew to Natsu's ear and whispered. "I guess Laxus doesn't know that Ben has a very big titan form, huh?"

Natsu growled and punched his open palm. "Man, I wish Ben would change into that guy right now and step on him."

"You call me a pathetic weakling, yet while we were all fighting for our lives against Phantom Lord you turned a blind eye on everyone here!" Ben's wrathful glare strengthened. "If anyone here is pathetic, it's you."

Everyone's eyes widened at Ben's bold proclamation. Ben was either really brave or really stupid for standing up to Laxus. Did he not know how powerful Laxus was?

Laxus's cocky smirk vanished as he scowled at the teen. Growling, his left eyebrow twitched in rage. He stood up from the bench and faced Ben, causing anyone nearby to take tentative steps back. Ben, however, stood strong and collected, not intimidated by Laxus in the slightest. He had faced people like Laxus before and had always come out on top.

"You got guts, little man." Laxus grimaced. He then held up his right fist and it sizzled with electricity. "But you need to learn your place."

Laxus yelled as he fired a lightning bolt out of his fist. With finely-tune reflexes gained after years of hero work, Ben swiftly activated the Omnitrix and slapped down the dial. After a flash of green, standing in Ben's place was a short, chubby creature with green splotchy skin. It had six odd growths on the back of its head, a small tail, and black whisker-like marks on its face. The Omnitrix dial was displayed on its chest.

"Upchuck"

The little green alien jumped up and swallowed the lightning without any difficulty, much to everyone's amazement. Even Laxus's eyes had widened slightly from surprise.

"Whoa!" Happy said, shocked. "He just ate Laxus's lightning!"

"I wonder if it tastes any good." Natsu wondered with a thoughtful expression.

Lucy shivered fearfully. "I hate that form. It brings back bad memories."

"You mean when you were a short, green monster just like him?" Gray asked, smirking.

Lucy glared at the ice-make wizard. "SHUT UP! And Gray your clothes?!"

Seeing that he had once again stripped down to his boxers, Gray's eyes bulged open as he freaked out. "Dammit! When did this happen?!"

"What the hell!?" Laxus said, stunned. No one had ever eaten his lightning before.

Upchuck opened his mouth and barfed up green lightning at Laxus. The blonde headed wizard was too stunned to react as he was hit and sent careening back into a wall. A pile of stacked stones fell on top of him.

"HA!" Upchuck fist-pumped. "Top of the food chain, baby!"

The jaws of every wizard present dropped in awe and disbelief. No one had ever sent Laxus flying back like that. Even Erza's mouth had gaped a little while her eyes widened like dinner plates from the shocking scene.

"No way," Elfman muttered, surprised. "He sent Laxus flying."

"No one's ever done that before." Macao pointed out.

'Incredible,'Erza mused. 'He changed into something that could deflect Laxus's lightning attacks right back at him. Ben is actually thinking when he fights instead of relying on brute strength and power alone.' A smile tugged at her lips as she admired Ben's fighting instincts.

Suddenly, debris from the wall went flying outward as a lightning bolt shot out and struck Upchuck. The hit sent the little green alien flying back a few meters until he landed on his back. Ben couldn't help but grit his teeth; though this form was very durable, it did feel the sting from that attack.

Laxus blasted out from the pile with lightning coursing around his body. His eyes, which had turned golden-white, were burning with rage. Some of the mages witnessing the scene gulped and took cautious steps back, fearful of Laxus's wrath.

"You little pipsqueak!" the blonde haired mage growled. "You're dead!"

With that, Laxus let out yell and sprinted forward.

Upchuck got back up and smirked. "Actually, I'm…" Ben slapped the Omnitrix dial again. In another emerald flash, Upchuck was replaced by a twelve-foot-tall, red-skinned four armed alien. It wore a black sleeveless shirt with a green stripe going down the center, black pants, and a green and white belt with the Omnitrix dial in the center.

"Four Arms!"

Laxus yelled out as he threw an electric-charged fist at Four Arms, but the Tetramand easily caught the blow with his upper right hand by grabbing Laxus's wrist. The lightning wizard tried jabbing the four armed being with his left fist, only for Four Arms to catch it with his upper left hand. Laxus ground his teeth as Four Arms tightened his hold on his wrists and stretched his arms out, preventing him from escaping. The spiky blonde haired mage grunted as he tried to fight Four Arms' strength, but it was to no avail.

Four Arms smirked in satisfaction. "You look like you could use a hand." He held up his two lower arms and popped his knuckles. "Or two"

Ben sent a series of punches into Laxus's face, alternating between his lower right and left fists. After getting in a few hits, Laxus growled ferociously and retaliated by generating lightning around his body, which shocked Four Arms in the process. The Tetramand ceased his attack and clenched his teeth in pain.

Laxus laughed. "Not so tough now, are yah punk!"

To Laxus's surprise, Four Arms tightened his grip around the lightning mage's wrists. Laxus actually grit his teeth in pain from the pressure on his arms. Ben glowered at the spiky blonde with eyes full of determination and strength.

"You have no idea how tough I am." Four Arms retorted.

Despite the discomfort, Four Arms continued punching Laxus hard; however, he made sure to hold back a bit in fear of actually crushing Laxus's skull. The blonde mage's head was knocked side-to-side by Ben's powerful hits, and bruises were beginning to show on his face. Laxus increased the power of his lightning but Ben didn't let up on his onslaught.

The Fairy Tail wizards looked on in awe and disbelief as the two powerhouses stood their ground, neither one willing to back down.

Suddenly, before the fight could intensify further, a strong voice bellowed, "ENOUGH!"

Everyone turned to see Master Makarov standing in front of Four Arms and Laxus. He wore his usual orange pants, white shirt, orange jacket, and orange/blue jester hat attire. The expression on his wrinkled face showed that he was very serious.

Four Arms ceased his attack, but kept a strong grip on his opponent. Laxus, meanwhile, turned to Makarov with annoyance.

"Stay out of this old man!" Laxus yelled. "This is between me and the new guy!"

Makarov stretched out his arms and increased the size of his hands. He grabbed both Four
Arms and Laxus by the waist and separated them until they were a few feet apart.

"I said that's enough; both of you!" Makarov restated; his voice much firmer.

When Makarov relinquished his hold on the duo, Laxus stepped back and glared up at Ben; the Omnitrix bearer returned it in full. The wizards present were all silent, looking on at Four Arms and Laxus as they stared at one another. The tension between them was quite palpable.

A moment passed before Laxus finally broke the silence, and snorted, "Whatever. I'm outta here." Laxus turned away and only walked a few steps before he disappeared in a flash of lightning.

Four Arms tapped the Omnitrix dial on his belt and, in a flash of green, transformed back to Ben. He crossed his arms over his chest and frowned.

"That guy needs a serious attitude adjustment." Ben commented.

Makarov sighed, holding a hand over his forehead. "Yes, I know. That grandson of mine will be the end of me."

After hearing that statement, Ben turned to Makarov and blinked twice. His eyes then widened in shock. "Wait? Grandson!?"

…

Thirty minutes after his confrontation with Laxus, Diamondhead and Erza were now walking down the streets of Magnolia away from the Guild Hall. The townsfolk they passed would stop and gawk at the crystal man. However, Ben and Erza simply ignored them and continued on their way.

They had said goodbye to their other teammates and wished them good luck at Fort Term. The highly-adaptive duo was confident that Natsu, Gray, Lucy, and Happy would be able to handle the job; after all, it was only a group of not-so-dangerous bandits.

Now, the Omnitrix hero and the armor-shifting mage were heading out on their own mission. Erza walked by Ben with a smoothie mug in each hand. In her right was strawberry-banana while her left held strawberry-kiwi. Titania certainly loved the strawberry flavored smoothies. Currently, she was sipping on the strawberry-banana flavor.

Diamondhead, meanwhile, was walking at Erza's right, pulling her wagon that was crammed full of suitcases. If Ben were human, he'd have a sheen of sweat dripping from his face. But thanks to Diamondhead's strength, he was able to pull the heavily-packed wagon. Nevertheless, that didn't mean it wasn't tiring the Petrosapien out.

"Remind me again, why am I pulling your luggage?" Ben asked. "I mean, I've seen you pull this thing without any difficulty at all."

'She must be really strong if she can pull this thing without breaking a sweat.' Diamondhead thought.

Erza slowly drank her smoothie, reveling in the delightful taste of the cold drink. She stopped sucking from the straw and, without glancing back, replied, "It's your punishment for almost handing the Guild Hall another setback in its construction."

"I was just standing up for my friends." Diamondhead countered. "That jerk Laxus had no right to insult everyone like he did, especially when he turned his back on the Guild during the Phantom Lord mess."

Erza took another sip of her drink before turning her gaze to him. "Even so, Laxus is one of the strongest wizards in Fairy Tail. What were you thinking when you challenged him? Any threat that he makes he is certainly capable of backing up."

Ben scoffed. "I've beaten guys that were a lot tougher than him, Erza, believe me. Anyways," Diamondhead's expression hardened, if that was possible, "from what I've seen, Laxus is nothing but an egotistical bully…and I hate bullies. They pick on those weaker than them just to feel good about themselves. That makes me sick."

Erza paused from her drink and turned to Diamondhead, studying his features keenly. It appeared that Ben has had his own personal experiences with bullies from what she could tell.

Ben looked back and Erza, and mentioned, "And why are you criticizing me for standing up to Laxus? Hell, before I jumped in, you looked like you were ready to attack him at any second."

Erza turned away and slightly pouted her lower lip. She realized that Ben did have a point there; if he hadn't challenged Laxus then she surely would've. Hearing Laxus talk so poorly of her "family" enraged her to no end.

"Point taken; in any case, thank you for standing up for everyone back there, Ben. That was very noble of you." Erza admitted truthfully.

Diamondhead shrugged. "No need to thank me; it's what I do. It's still kinda hard to believe a jerk like Laxus is actually the master's grandson though." He noted.

Erza sighed, exasperated. "Tell me about it."

Later, instead of heading to Magnolia Station to catch a train, Diamondhead and Erza arrived at a magic-mobile rental shop. It was a small; one-story white stone building that was cut off from the other shops. In the back lot they could see dozens of magic-mobiles of different designs and models. When they reached the front of the building, Diamondhead stopped pulling the cart and eyed the establishment in confusion.

"Uh…Erza," Diamondhead tilted a crystal brow. "Why are we at a car rental shop? Shouldn't we take the train instead?"

Erza turned to him and shook her head. "I'm afraid that the railway doesn't run through Peony, due to the very rough terrain. The only way to reach it is by ship, car, or walking."

"Oh," Diamondhead said. "How long will it take to get there?"

"Barring any interruptions, we should reach Peony later this evening. Now, I suggest you transform back to normal." Erza advised. A teasing smile then grew on her lips. "We wouldn't want you scaring the shopkeeper like you did everyone else in town."

Ben nodded. "Good call."

Diamondhead tapped the Omnitrix dial and, after the usual emerald flash, transformed back to Ben. He smirked. "But when it comes to scaring people, you got no room to talk. Not when Natsu, Gray, and everyone else in the Guild becomes pansies whenever you show up."

"Touché," Erza replied, smiling.

Later, after Erza had paid the shopkeeper to rent a magic-mobile, she and Ben were now in the back lot searching for one that fit their requirements. It didn't take them long before they found one that would actually hold all her luggage.

It resembled a 1930s van in body shape, it had wooden wheels, and its paint job was primarily green with black highlights. At the front were the steering wheel and an onyx leather bench, instead of a single driver's seat.

In order to save time, Ben transformed into XLR8 and packed all of Erza's baggage into the van's cabin. When he finished and changed back, Erza gently slammed his head into her chest-plate to show her appreciation, causing Ben's face to flush a light crimson. However, there was no room for her wooden cart, but the owner of the rental store promised he would watch over it until they returned.

As Erza took her seat behind the steering wheel Ben sat by her with only a foot of room between them. Erza removed the armor gauntlet on her left arm, and then proceeded to place the magic-mobile's coupling on her wrist. Ben, meanwhile, was studying the mechanics of the car with a curious expression. He couldn't help but wonder how the vehicle operated.

"So, how exactly does this magic-mobile work?" Ben asked. "I know that it doesn't run off gasoline since I haven't seen a gas station anywhere."

Erza turned to him and cocked an eyebrow. "Gasoline?"

Ben mentally slapped his forehead, forgetting that fossil fuels don't exist in this world; at least to his knowledge. 'Right, I almost forgot I was in a different universe and all.'Ben thought.

"Gasoline is a refined chemical that comes from oil that is pumped from the ground. Back on my Earth, we use it to power our vehicles and stuff."

Erza hummed in interest. "I'm afraid we don't have anything like that here. Everything in Earthland, such as appliances, housing, and vehicles are all powered by magic." She replied.

The jacket-wearing teen eyed the gauntlet on Erza's left wrist, which was connected to a wire that traveled to the undercarriage of the car. "What about that thing on your wrist?" He pointed to the coupling. "What does it do?"

Erza unclamped the gauntlet from her arm and handed it to Ben for him to look at, while she explained, "This is the S.E. Plug. It draws the magical energy from within a person's body and uses it to power the engine."

"But wouldn't that deplete you of all your magic energy or something?" Ben questioned; a concerned expression on his face.

Erza nodded. "Yes, it can if it is used excessively." The redheaded warrior recalled the Lullaby incident when she put too much of her magic power into a magic-mobile, which nearly put her out of commission against the Dark Guild, Eisenwald.

Ben looked at the gauntlet again in a curious manner. "So, you just put it on your wrist like this?" He clamped the S.E. Plug onto his right wrist. He was expecting the car to start-up or do something; however, nothing happened. "Why didn't it – oh wait," Ben paused as the realization came to him. "Oh yeah, I don't use magic."

"That's right." Erza said. "There's no magical power within you to power the magic-mobile. That means only I can activate it."

"Right," Ben took off the coupling and handed it back to Erza; however, just before she could take it, a strange force was pulling on the gauntlet. Suddenly, the S.E. Plug was pulled out of Ben's hand and stuck to the Omnitrix's faceplate.

All of a sudden, the car immediately activated and shot forward like a missile, leaving a trail of dust in its wake. The magic-mobile drove down the streets of Magnolia at a blinding, absurd speed. The townsfolk nearby only saw a green blur and a dust trail. This made them stare in the direction of the green blur and scratch their heads in shock and bewilderment.

In less than five seconds, the turbo-charged magic-mobile had already exited Magnolia and was now driving on an empty dirt road. A trail of dust was being thrown up in the car's wake as it drove at a breakneck speed.

Ben and Erza were pinned to their seat by the air pushing against them; everything around them was passing by in a blur. The shape-shifting hero didn't need a speedometer to know that they were very close to reaching two hundred miles per hour.

"WHAT THE HECK IS GOING ON?" Ben screamed.

Erza fought against the strong wind and turned her gaze to the coupling, which was affixed to Ben's Omnitrix. "Your…Omnitrix; it must be powering the magic-mobile!" She yelled.

"I thought you said only magic could power it!" the brunette pointed out.

"I guess I was wrong." Titania contemplated that the extraordinary energy within the Omnitrix must've accidentally activated the magic-mobile and set it into overdrive. Erza groaned as she stretched out her right hand toward the coupling. "Ben, at this speed, the magic-mobile will eventually fall apart! We have to disconnect the hookup from your Omnitrix now!"

"On it" Ben reached for the S.E. Plug and tried to pull it off; however, it appeared to be stuck. He tried pulling it off again with more strength, but the gauntlet refused to detach itself from the white and green watch. "It – it won't come off! It's stuck!"

Erza's eyes had widened in shock. 'This is not good at all.' She thought.

The scarlet haired beauty swallowed her panic, grasped the coupling, and lent her assistance to Ben. Both highly-adaptive fighters pulled hard against the gauntlet, but it didn't budge an inch. Erza grounded her teeth together and put more strength into her arms. When she did that, the hookup actually began to move a little.

The shape-shifter and armor-shifter saw this and pulled harder on the coupler. Finally, the coupling gave way and detached from the Omnitrix. However, the second it came off, the van-like vehicle began to rapidly slow down until it came to a sudden halt. Thanks in part to the Law of Inertia, Ben and Erza were thrown out of their seats and into the air.

Acting on instinct, Ben reached out and pulled Erza into a tight embrace while in midair. After wrapping his arms around her, Ben oriented his back toward the ground and took the full impact, bouncing a couple times. Thankfully, they had landed in a grassy meadow, which provided some form of cushioning for the jacket-wearing teen; nevertheless, the impact was still very painful.

The two lay in the grass, Erza was on top of Ben; who at the moment was unconscious from taking the hard collision with the ground. Erza groaned lightly, feeling a bit of pain wash over her. Titania felt a bit woozy, despite that Ben had shielded her from the initial impact.

However, at the moment, Erza felt a moist sensation on her lips. When her brown eyes fluttered open, they instantaneously widened in shock.

Erza was lying on top of a knocked out Ben with her lips touching his!

She immediately separated her lips from his and crawled away, putting a few meters of distance between them. Erza's face turned several shades of red as she sat on her knees with her arms folded over her armor chest. The redhead couldn't believe what had just happened. She'd actually kissed him, even though it was unintentional and purely by accident.

The Fairy Queen felt her heart-rate increase rapidly while she began to inwardly freak out over the incident. Subconsciously, Erza subtly touched her lips; her expression shifting into deep thought.

Erza had to admit, the feeling she experienced when their lips were together felt quite…enjoyable. She immediately shook her head from that thought. 'Pull yourself together, Scarlet! Do not think like that! It was only an accidental kiss…nothing more.' Erza berated herself; nevertheless, her heart still continued to beat quickly.

"Ugh…" A groggy groan emanated from Ben's throat as he regained consciousness. He sat up from the grass and placed a hand over his aching forehead. "Man that was painful. Let's…never do that again."

He then shifted his attention to Erza, who for some reason was starring off into space with albeit a panicked expression on her face. "Erza, you okay?" He asked, concerned.

Erza didn't respond immediately as she was still trapped in her thoughts. He crawled to her and shook her shoulder lightly.

"Erza, are you alright?"

The redhead was snapped out of her musings and turned her gaze to Ben. Upon seeing him she looked away, the blush on her cheeks intensifying. "Huh…oh…um –yes! Yes, I'm fine."

Ben arched a brow at her strange behavior. The Omnitrix hero then noticed something else peculiar. "Um…Erza, why are you blushing?"

Erza snorted while she closed her eyes and folded her arms over her chest-plate. "I am not blushing."

"Sure," Ben stood up and dusted himself off. "Whatever you say"

He offered Erza his hand, which she accepted and Ben pulled her back to her feet. "Sorry about that." Ben apologized. "I'm not sure what happened, something just pulled the coupler out my hand and-"

Erza dusted her skirt off before interrupting, "It's alright, Ben. It was just an accident. You didn't mean to do it. Although," an impish smile grew on her lips. "I think it would be best if I fuel the vehicle."

"Good idea" Ben smirked.

The duo made their way back to the magic-mobile after shaking off the incident; though, Ben still felt sore from smacking into the ground. He was definitely gonna feel the full sting of the bruises tomorrow morning.

They checked over the van to make sure it didn't suffer any damage. Ben even went Grey Matter and gave it a once-over. After he finished his quick examination, Grey Matter hopped out from the van's undercarriage and, in a flash of green, transformed back to human.

"Nothing's damaged." Ben assured with a smile and thumbs-up. "Now, let's get back on the road. Those townspeople in Peony still need our help."

Erza nodded. "Agreed"

They sat down on the front bench and made sure to buckle their safety belts. Erza clamped the hookup onto her left wrist, which started the vehicle. The two powerhouses resumed their drive down the dirt road, only this time they traveled at a normal speed.

A moment of silence passed by and, for Erza, it was awkward. With her free hand, she subtly touched her lips again. The memory of the little accident was still fresh on her mind and wouldn't leave. She still remembered the sensation she had experienced when her had lips touched Ben's, despite how short-lived it was.

'What is wrong with me? Why can't I just forget it? It was only an accident! So why am I thinking so much of it?' Erza pondered.

Ben looked away from the scenery passing by and turned to Erza. He was curious when he saw the redhead touching her lips and an expression of deep thought written on her face.

"Uh…Erza, you okay there?" Ben asked.

Ben's voice quickly brought her back into reality. "Uh…y-yes, I'm fine. No need to worry." She stammered.

To keep herself form blurting out something idiotic, the scarlet haired warrior switched topics. "When we were thrown into the air a while ago, you wrapped yourself around me and took the impact for me. Though I am touched, why did you? You know that I am very durable and I could've handled it."

"Um," Ben rubbed his neck sheepishly. "Well, everything just happened so fast and that was how I reacted. I would've gone alien but I didn't have time. So I just did what I had to do to make sure you'd be okay."

Erza smiled, touched by Ben's chivalry and concern for her well-being. "Thank you, Ben. Though it was unnecessary, I still appreciate it." She admitted.

Erza took his head and gently slammed it into her chest-plate. Ben pulled back with a red, flustered face. She seemed to be making a habit of this. "Uh, yeah…don't mention it." He chuckled nervously. "We're friends; it's what we do for each other."

Another moment of silence went by, but this time it wasn't the awkward kind. As they drove down the path, Erza couldn't help herself but replay the sensation of her lips on Ben's again. She inwardly scolded herself, telling herself to just drop it; however, she just couldn't.

Her face turned a light shade of red from the memory, which Ben quickly noticed.

"Uh…Erza, you're blushing again." He noted.

Erza closed her eyes while her grip tightened on the steering wheel. "I am not!" she stated firmly.

Ben arched a brow at his redheaded partner and pointed out, "That's not really convincing, Erza. Your face is totally red."

"It is not. You're just seeing things." She affirmed stubbornly.

The Omnitrix hero blinked twice in bemusement and scratched his head at Erza's odd behavior.

The two continued their trek through the Fiore countryside, driving at a moderate speed. Erza made sure to monitor the amount of her magical energy she put into the magic-mobile. She didn't want to be drained by the time they got to Peony.

To pass the time, Ben and Erza discussed various things. However, the main topic that Ben brought up was Laxus and the Thunder Legion. Erza told Ben more about Laxus and the members of the Thunder Legion, who happened to be Laxus's personal body guards.

When he heard this information, Ben rubbed his chin in thought. "Hmm…so Evergreen was acting that way toward me yesterday because she wanted me to join the Thunder Legion?"

Erza nodded. "Yes. It must've been her way of trying to convince you to join."

However, Erza could tell that Evergreen wasn't putting on a show and was actually genuinely flirting with Ben. The redhead could see it in her eyes, the way she was ogling Ben like a hunk of meat. That thought caused a little steam to hiss from her ears, which she failed to acknowledge.

This didn't go unnoticed by Ben. "Erza, are you alright? You seem…angry all of a sudden."

"I am not angry." She declared firmly. "I am just fine."

Ben cocked a brow, not buying her act one bit; nonetheless, the teen hero decided to drop it. "Okay," He then paused as he tried to think up another conversation topic. As he pondered, he heard a suitcase raddle around in the van. Suddenly, a light-bulb came on in Ben's brain.

"Hey Erza"

The scarlet haired warrior turned to her green jacket-clad companion. "Yes?"

"You can re-quip into all kinds of armors and regular clothing, right? So why do you bring so much luggage with you when you head out on a job?" Ben asked. "I mean, it seems unnecessary since you can change into any kind of apparel with just a thought."

Erza shrugged and smiled. "I just feel more relaxed bringing all my belongings with me."

"Okay," Ben said, "so what's your favorite thing to re-quip into?"

"Hmm…" Erza hummed as she tapped her chin in thought. After a moment, she slyly grinned. "I suppose my bunny suit would have to be my favorite."

Ben blinked. The words "bunny suit" had definitely caught his interest. "Bunny suit? What's that?"

Erza turned to him and, surprisingly, gave Ben a coy smile. "I'll show you later." She winked.

Ben felt blood rushing to his face as a bit of anticipation built up inside him. Although he wasn't a pervert, he was still a warm-blooded teenager.

"So tell me, Ben Tennyson," Erza said, "out of all your amazing transformations, which one is your favorite?"

The brunette looked away as an expression of contemplation crossed his face. What was his favorite alien? He never really picked favorites; however, he did have forms that he preferred over others. Diamondhead, Swampfire, and Humungousaur were good examples of aliens he loved to turn into.

Suddenly, Ben then remembered a certain alien he had unlocked just a couple years prior before he arrived in this universe. The moment he turned into it, he felt a certain rush and a sense of self-confidence that he had never experienced before while in any other alien form.

"How about I show you?" He offered.

With an excited smile on his face, Ben activated the Omnitrix and scrolled through the holo-wheel. Once he found the icon he wanted, he pressed it, and then slapped down the core. Erza was forced to turn away from the usual blinding emerald flash.

When the light disappeared, she turned back to see a seven-foot-tall humanoid with black skin (except for his chest and torso, which was green) sitting in Ben's seat. It had a lean muscular body and a single cycloptic green eye that beamed with confidence. On top of its head were two long antennas with golden plugin tips at the ends, along with a tail that had a build similar to its antennas. Attached to its forearms, shoulders, and hip are golden bolts that resemble batteries. Its fingers are comprised of square-shaped, golden plugins that were identical to the plugins on its antennas and tail.

"I call this guy, Feedback!"

Erza eyed this new transformation with curiosity and intrigue. "So, this is your favorite form? What can he do?" She inquired.

Feedback smirked brightly. "I can do this."

The Conductoid stretched the two antennas on his head to the undercarriage of the magic-mobile and connected his plugins with the engine. All of a sudden, the van jolted forward as their speed nearly doubled. They were now traveling close to seventy miles per hour; though Ben made sure not to accelerate past the hundred MPH mark since cars in this world weren't built to move beyond that speed for very long.

"I can discharge energy and I can absorb all other forms of energy too." Feedback explained smugly.

"Impressive," Erza muttered in awe. Her expression then turned serious. "But didn't you listen to me?! If we go any faster then this vehicle will fall apart!"

"I know. Don't worry," Feedback assured confidently, "I won't put enough power into the car for it to go that fast again; besides, this way you don't have to drain any more of your magic getting us to Peony."

Erza was about to rebuke her companion until she realized that Ben, or rather Feedback, did have a point and that his actions made sense. She let out a heavy sigh as she quickly removed the magic-mobile's hookup from her wrist before putting her hands back on the wheel.

"Very well, you do make a valid point." She turned to Ben with a teasing smile. "You're just full of surprises, aren't you Ben?"

Feedback smirked. "Trust me, you haven't seen anything yet."

The Conductoid put it a little more energy into the engine, maintaining their speed now that Erza had removed the hookup and then increasing it to eighty miles per hour. Anyone who was walking down the dirt road was taken off guard when a green van zoomed past them at an impressive speed, leaving a dust trail in its wake.

The ones who caught a small glimpse of a black humanoid creature sitting by a redheaded beauty at the wheel could only blink, dumbfounded.

…

Several hours later, Ben and Erza finally arrived in the northern port town of Peony. They had arrived an hour early thanks to Feedback providing an extra energy boost for the magic-mobile. Ben now understood why a railroad couldn't be built into the town. The terrain was rocky, rugged, and consisted of many steep hills. In hindsight, it was just too rough for a railway company to construct train tracks through.

As they drove into Peony, Ben couldn't help but admire the town's architecture and geographic layout. Obviously since it was a port town, it was positioned on the coastline of the North Sea, where the water was dark blue and looked very clean. Jagged, rocky hills with sparse green forests surrounded the town as if they were providing a natural barrier from the rest of the world.

The real topographical eye-catcher was the stratovolcano twenty miles west of town, Mt. Infernus. Infernus stood at a towering ten-thousand meters, stretching from the wide base to the traditional cone-shaped top; it could be seen from many miles away and seemed to loom over the village and surrounding landscape. The townspeople didn't concern themselves with the colossal giant, considering that it has been dormant for centuries; nevertheless, there was always that worrisome thought of when that day would come when Infernus finally blew its top.

Along with the geography, the town itself was also quite charming; in fact, it was on a level that matched Magnolia's. And like the hometown of Fairy Tail, the buildings were packed together and most of them weren't taller than two or three stories. This made the gothic-designed town hall at the south end, which was the farthest from the ocean, even more impressive as it towered over the rest of the town.

However, the grand jewel of Peony was a spectacular geyser, which resided in the town park in the center of the village. The area around it was bare as steam billowed from the cracks and holes around the giant hole. Every ten to twenty minutes, a jet of high pressured, scolding hot water would erupt from the geyser, reaching a height of two hundred feet. The heat the geyser generated was high enough that it could warm the entire town. This was very beneficial in the harsh winter time, but in the summer months, the townspeople tended to keep their distance from the geyser.

Ben and Erza pulled up into the courtyard of the hotel they would be staying at, the Infernus Palace. The hotel was six stories tall, which was taller than the rest of the buildings in town, excluding city hall. It was constructed of white stone and the roofing was burgundy shingles; all in all, the building had a lavish quality to it.

After parking outside, they walked into the main lobby to check-in. Ben had a black duffle-bag hanging from his right shoulder. Just like the exterior of the hotel, the interior of the foyer was also quite opulent. The floors were made of smooth red stone, the walls rough and painted golden-white, and the ceiling was a dark oak. The duo ambled up to the main counter that had a black granite top.

The clerk at the desk was a raven haired woman of average height and had porcelain skin. She wore a white blouse, a black coat with a red tie, black skirt and stockings. A gold 'AMY' name tag was on her left breast. She smiled once she saw Erza.

"Good evening, Miss Titania; I'm Amy. Welcome to Infernus Palace." Amy frowned when her dark eyes fell on Ben. "However, we weren't aware that you would be bringing your butler."

"Butler?" Ben's brows furrowed in irritation. "I'm not her butler!"

"Oh, then…you're her servant?" Amy implied, tilting her head.

"What? NO!" Ben shouted, becoming annoyed.

Erza, meanwhile, couldn't suppress her amusement as she giggled at the scene. "Amy," Erza intervened, "this is Ben Tennyson, the newest member of our Guild. He is my partner on this job."

"Partner?"

Another hotel employee came by and sat down a stack of papers near Amy. He was a brunette haired man who was a few inches taller than Amy. He wore a white button-up shirt with a red tie, black coat, and black pants. On his left chest was a gold tag with the name 'CLARK' emblazoned in onyx.

"Duh!" Ben replied. "Isn't the Guild mark on my jacket proof enough?" He gestured to the white Fairy Tail badge sewed onto his left jacket sleeve.

"This guy is your partner?" Clark questioned, unimpressed. "He doesn't look so tough. What kind of magic can he do?"

"HEY!" Ben shouted; a vein throbbed on his temple as his ire rose. "I am standing right here yah know!"

"Please, do not mock my partner like that, Mister Clark." Erza said firmly. "Ben here is a powerful Take-Over wizard. And for your information, he is a lot tougher than he appears." A smirk took shape on her lips. "In fact, he managed to defeat me in combat yesterday."

"WHA?!" Amy and Clark remarked; their jaws slacked while astounded expressions crossed their faces.

Ben looked at Erza, surprised that she was so comfortable and unembarrassed about telling people she lost to him. That was very admirable, in Ben's opinion.

"Wait! Take-Over wizard?" Clark repeated. "I - I heard a rumor of a new guy from Fairy Tail who could change into a giant titan." He then looked at Ben apprehensively. "Was that…"

"Yeah," Ben said smugly, "as a matter of fact that was me."

"I can attest to that since I was there to witness it." Erza added.

Clark and Amy stared at Ben shocked and dumbfounded. Once the realization of their blunder sank in, they began to feel very uneasy. They both had just insulted a person who could easily destroy the whole town with ease. Not a smart move.

"We're sorry!" the two hotel workers blurted out simultaneously. "We – we had no idea you were that Take-Over wizard! Please forgive us!"

Ben and Erza sweat dropped at the duo's reactions. The former shook his head and held up his hands in a placating manner. "Okay, okay just calm down. There's no need to get all scared. I'm not gonna go on some violent rampage like my partner or some of my other friends at Fairy Tail would."

Erza nodded. "That's right."

A few seconds later, when Ben's words settled in, she realized what she had walked into. "Hey!" she said indignantly.

Ben shot her a teasing smile. "What? You and the others back at the Guild can get pretty rowdy."

Erza sighed, exasperated. She couldn't argue with Ben's valid point, she and the rest of Fairy Tail could get a bit carried away at times; some more than others. A certain pink haired Dragon Slayer being one of them. The scarlet haired warrior shook her head to clear her thoughts and returned her gaze to Amy.

"Anyways, Miss Amy, could you please give us our keys and room numbers?" Erza requested. "Ben and I are meeting up with the mayor tonight and we are on a schedule."

"Well," Amy fidgeted, tapping her fingertips together nervously. "The thing is Miss Titania, we thought only you were coming. So, we only prepared one room…and all the other rooms are booked."

Ben inwardly sighed. 'That might complicate things. Oh well…I guess I can sleep in the magic-mobile tonight.'

"Only one room?" Erza repeated. "With one bed?"

Amy nodded. "I'm afraid so, Miss Titania."

"That's fine." Ben responded. "I'll just sleep in the car tonight."

Erza arched a brow and gave him a stern, concerned look. "While I sleep on a comfortable bed in a nice room? That doesn't seem fair."

Ben shrugged nonchalantly. "Eh, I've slept in worse. It's no big deal, Erza. Really"

It was true. Throughout Ben's tenure as a hero, he had been forced to sleep in harsher, more uncomfortable places; the Null Void being one of them. Sleeping in a car for the night was no big deal and not an issue for the shape-shifter. After all, he hadn't come to Peony for comfort; he'd travelled there to save it from volcano demons.

However, the Fairy Queen seemed to think differently. She shook her head in disagreement. "No. That's unacceptable." She then turned to Amy and smiled. "One room is alright. Ben will be sleeping with me tonight."

At that statement, Ben's eyes widened as his face flushed bright red. "W-what?" He blinked twice, thinking he had misheard her.

Erza turned to her partner and slyly smiled. "You heard me. I couldn't sleep knowing I would be in a nice, soft bed while you would be in that uncomfortable car. It just isn't right." She said flagrantly.

"But-" Ben began to protest.

"End of discussion." Erza stated sternly, narrowing her gaze at the Omnitrix hero.

Although Erza's glare didn't intimidate Ben like it did almost everyone else, he did feel a bit unsettled by it. He realized that no matter what, Erza would not allow him to crash anywhere else besides the hotel room. She was just as tenacious as Natsu was.

Ben let out a heavy sigh, and conceded, "Alright, I'll…" he gulped as blood rushed to his cheeks, "…sleep with you tonight."

"Good." Erza smiled. "Our room key, please?"

Amy pulled out a gold key with the number 300 engraved at the top. Erza grabbed Ben's wrist and pulled him back toward the main doors.

"Now, let's get our luggage into our room before we met up with the mayor." Erza said.

Ben sweat dropped. "Our luggage? You might as well call it what it is; it's your luggage." He deadpanned.

When they got back to the magic-mobile, Ben transformed into Fasttrack and carried all of Erza's baggage to their room on the sixth floor; much to the amazement of the hotel employees. This earned him another head slam into Erza's chest-plate, causing him to flush once again.

After getting their belongings in their room, Ben and Erza set out for their meeting place with the mayor of Peony. Along the way, the duo came across a street lying in shambles, courtesy of the demon attacks. Large cracks crisscrossed the street and faint trails of smoke billowed from them. Any structures within a five hundred yard radius were burnt to a dark crisp.

To make matters worse, Ben and Erza had overheard that an attack like this was minimal compared to the previous attacks in the last three weeks. People had gotten seriously hurt and the homes and shops of innocent civilians had been destroyed. This only strengthened the duo's resolve to help the poor townspeople and stop the volcano demons once and for all.

The highly-adaptive warriors made it to the meeting place several minutes later. It was a small restaurant located downtown, just a street across from the city park; called the Peony Café.

Ben and Erza were now seated in a booth next to each other; the seat across from them was vacant. The former was by the window, which displayed a view of the entrance to the town park. They both had gone ahead and ordered themselves some drinks whilst they waited on the mayor, who was scheduled to show up at any minute.

The Omnitrix hero took a few sips from his fruity beverage. As the taste set in, he shrugged nonchalantly. 'Eh, I'm not really feeling this drink. Now that I'm to back to drinking smoothies, I don't think I can drink anything else now.'

He looked over to Erza. "Hey Erza, how's your drink taste?"

The redhead took a long sip from her glass, which was filled with a strawberry-cherry infused juice. She closed her eyes momentarily and frowned. Normally, anything that had strawberries in it would make Erza happy; however, this drink lacked a certain kick that a new beverage she had gotten addicted to had.

"It's okay, but I prefer your smoothies better. Ah…" Erza sighed dreamily, "There are just so many flavors that you can blend together. The mere thought of those delicious, frozen beverages is making my mouth water."

"Finally," he exclaimed in relief, "someone who understands!"

A few minutes later, a six-foot-tall, spiked, crimson haired man sporting a trimmed red goatee walked up to their booth. He wore an orange collared shirt, a black leather vest, blue trousers and black boots. Despite his intimidating appearance, thanks to his bulky body build, the man seemed to have a calm, gentle nature to him.

"Greetings," the man said smoothly, "you two must be from the Fairy Tail Guild; the ones who accepted our request?"

Ben nodded. "That would be us. So, you're the mayor?"

"Yes. I am Liam Cryoson, the mayor of this little town." He held out his hand.

"It's a pleasure to meet you, Mayor Cryoson." Erza shook his hand politely.

"The pleasure is all mine, Miss Scarlet." Cryoson replied.

The spiked, red haired man then turned his attention on Ben. "I'm sorry. I didn't get your name?"

"The name's Ben. Ben Tennyson." Ben extended his hand, which Cryoson accepted and shook.

"Good to meet you, Mister Tennyson." The mayor took a seat opposite of Ben and Erza. "Are you new to Fairy Tail? I've never heard of you before."

"Yeah, I just joined a month and a half ago." Ben said. "And please, call me Ben."

"Ben here has made quite a name for himself as a powerful Take-Over wizard." Erza added. "He's managed to defeat me and our Guild's hot-headed Dragon Slayer, Salamander, in combat; the latter more than once."

A look of slight shock passed over Cryoson's face; nonetheless, he kept his composure fairly well.

Ben leaned toward Erza's ear. "You really don't have any problem with telling people you lost to me?"

Erza blinked. "Of course not; why would I?"

"That's quite impressive, Ben." Cryoson admitted. "As dangerous as these volcanic cretins have become, we could use another wizard of your power along with Titania's to aid us."

'I wonder if I'll ever get used to being called a wizard.' Ben mused.

"Speaking of volcano demons," said Erza, "what can you tell us about them?"

Cryoson's expression became serious. He explained that the demons were big, powerful lizard-men who stood eight-feet-tall and were armed with very sharp teeth and claws. But, to Ben and Erza, the most shocking part of the description was that their bodies were completely made of lava and burning rock.

"Like Heatblast," Ben murmured. He then shook his head from his thoughts, and asked, "Is there any pattern to their attacks? And do you know if there's a reason they're doing it?"

"In order," Cryoson answered, "there is a pattern. Every three days, a fissure appears in a random spot in town, and at least a dozen or so monsters swarm out and terrorize that section of the town. As for a reason, I'm afraid I can't see one. All they seem to do is cause havoc by frightening citizens and wrecking buildings."

"When was the last time they attacked?" Erza inquired.

"Two days ago." The Peony mayor replied.

"Which means that they're bound to attack sometime tomorrow," Ben deduced.

"Yes," Cryoson sighed dejectedly, "and these things have picked the worst possible time of the year to terrorize our town."

"Huh? What do you mean?" Ben asked, lifting a brow.

"Summertime is a very important time for Peony. It's the time of the year that our community's income is at its highest." Cryoson elaborated. "You see, the winters up here can get very brutal. Several feet of snowfalls and glaciers hundreds of feet thick form across the landscape and the coastline, blocking anyone from getting in or out. That's why the railroad can't build tracks through here. The thick sheets of ice that form would easily crush the rails."

"So the town is essentially isolated in the winter months." Erza synopsized, holding her chin.

The bright crimson haired man nodded. "Yes. This means the only time of the year our people can make a living is the spring, summer, and fall months. The town is inaccessible during the winter. It's why we're so desperate for your help." He continued. "Though I'm more concerned with the welfare of our citizens, the tourists who come here do bring money into our community. Naturally, many of them have been frightened off by these fiery abominations. If something isn't done soon, Peony's economy will fail and everyone in town will go broke. Please, you must stop them. Our town is depending on it."

Ben and Erza could both feel the desperation in the mayor's tone. Even though he had mentioned how the city's economy was in jeopardy, they could tell that he was also concerned for his citizens' well-being.

"You needn't worry, sir." Erza assured. "Ben and I won't be leaving until the job is done. Right, Ben?"

The shape-shifting hero nodded and smirked confidently. "Right. You can count on us, mayor. We'll take down those flaming lizards no matter what. You have our word!"

"Thank you both," Cryoson said gratefully.

Suddenly, the sounds of loud hissing caught Ben's attention. He looked out the window to see a large jet of high-pressurized water being shot into the air. It appeared to be coming from the city park across from the diner.

"What's that?" Ben wondered.

The crimson headed mayor smiled. "That," he replied, "is the grand jewel of Peony: the Peony Heart."

"The Peony Heart?" Erza repeated in an intrigued manner.

"The Peony Heart is a very significant landmark." Cryoson explained. "As I said, the winters up here can get harsh. So harsh that they could potentially destroy the town. However, during the winter months, the geyser shoots out enough heat and boiling water that it amazingly wards off the glaciers and thick snowfall."

The mayor paused and chuckled a bit. "That geyser is the reason this town still exists. It's why it is so revered around here; it has provided heat and hope during the most ruinous of times. This is why our founding settlers named it, the Peony Heart."

"Cool," Ben said, amazed.

"Yes," Erza agreed, "that is quite fascinating."

Cryoson's smile then turned into a frown. "Back to the demons, I have noticed something peculiar about the creatures' attacks. With each attack on the town, they appear to be getting closer toward the Peony Heart…oddly enough. That has me concerned."

"Hmm," Erza rubbed her chin in contemplation, "that is strange. I wonder why though."

"I guess we'll find out tomorrow." Ben said. "That is when they're due to attack again."

…

Ben, Erza, and the mayor spent another hour going over the details of the volcano demons and the previous attacks over a meal of rice, vegetables, and meat. Once they finished, Ben and Erza wished the mayor goodnight before they headed back to Infernus Palace.

Their room was spacious but nothing extravagant. It had a bathroom, closet, and a large room that had a queen-sized bed in the center, which had two nightstands with a lacrima lamp on both sides. The flooring in the bath room was composed of white tile while the rest of the room featured red carpeting. The walls were rough and painted golden-white while the ceilings were boarded with dark oak.

The far wall opposite to the door included a large window, which had burgundy curtains. The view it provided was amazing; it overlooked all of Peony and the North Sea past it. All in all, it was a nice room to stay in.

Ben, currently, was sitting on the end of the bed untying his shoes. He had finished his shower earlier and was now wearing his night clothes, which consisted of black pajama pants and a black sleeveless shirt. The brunette was about to pull off his shoes when the bathroom door opened.

A cloud of steam flowed out from the doorway. Erza stepped out, only wearing a white towel that barely concealed her wet, glistening body. Her long scarlet hair stuck to her back while her bangs hung down her face.

Ben couldn't help but admire Erza's voluptuous body and her impressive…assets. He wasn't a pervert by any means, but he still was a young man and the Omnitrix bearer had to admit that Erza was very beautiful.

However, he decided to be a gentleman and look away from her almost naked form; nevertheless, that didn't stop the teen hero from blushing profoundly. Although, when he was looking at Erza, he had taken note of a few scars here and there across her body.

Ben figured they were just battle scars, but based on his own knowledge and experiences, there was a deeper story behind them. The scars didn't particularly trouble Ben; in fact, he sported a couple scars of his own. One of them was relatively minor and vaguely resembled the shape of New Jersey on his upper back. The other, however, originated from a rather dreadful event that had occurred not-so-long ago in course of his life.

Ben inwardly shook his head, shutting out that devastating memory.

'NO!' He thought sternly. 'Don't think about it. Just…don't...'

Subconsciously, he lifted his left hand and touched the area under his right pectoral.

As Erza turned her gaze to Ben, she noticed how he was looking away with a distraught expression on his face and that he was subtly touching his chest. In the time that Erza was with Ben, she had never seen such a troubled look from him. Ben was usually joyful, carefree (unless the situation was serious), and confident. The distressed countenance he had was so unlike him.

"Ben, is something wrong?" She asked, concerned.

Ben didn't respond as he continued to stare off into space.

"Ben!" Erza tried again.

This time, Ben was snapped out of his trance and turned back to Erza. When he saw that she still only had a towel concealing her form, he blushed.

"Huh? Oh, um...yeah?" He stuttered.

"Are you alright? You looked…troubled. Is my..." She looked away fretfully, folding her arms under chest, which made her breasts pop out even more; much to Ben's embarrassment. "…body disturbing you?"

Ben's eyes widened. "What?! NO, no! Your body's not bothering me at all, it's very attractive…I MEAN…uh...not that I was staring…I mean…CRAP!"

Erza giggled at Ben's panic and awkwardness. This was something that she had not seen from the shape-shifter, and she had to admit, it was rather amusing and cute.

'Wait, cute?' Erza paused, that is a word she thought she'd never use when thinking about a boy, or young man in Ben's case. She then looked back at Ben and realized that he was not your average young man in any sense.

"I – uh, I'm sorry." Ben said after finally gaining enough of his composure back. "I was just…thinking that's all."

Erza could tell there was more to it than that. The expression on his face was proof enough; however, the redhead decided to drop it. Whatever Ben was thinking about, it appeared to be a sore subject. She decided to let it go for now, but she hoped to get some answers in the future.

"Alright" Erza sighed. "If you say so"

Suddenly, Erza's body was shrouded in golden-white light, causing Ben to look away. When the brilliant flash faded away, Erza was now clad in a pink set of pajamas with purple crosses all over it.

"We should get to bed. We'll need all of our strength for tomorrow." Erza advised.

"Yeah," Ben smiled, a bit of confidence returning. "Tomorrow it's Hero Time."

The teen hero was fixing to crawl into the bed until Erza said, "OH! I almost forgot."

"Forgot what?" Ben lifted a brow.

Erza smiled slyly. "The bunny suit," she answered. "I was going to show you."

Golden-white light flowed over her body again. When the light died down and Ben looked back, his eyes bulged open while his jaw hung down. Erza was wearing a tight, one-piece black outfit that showed off her voluptuous body and a staggering amount of cleavage. She wore black stockings, red heel shoes, and a pair of long, gray bunny ears that were attached to a band on her head. Around her neck was a cute red bowtie.

"Well," she cocked her hip to the left, resting her left hand on it. "What do you think?"

A trickle of blood dripped from Ben's nose as his face turned several shades of crimson. His body was petrified as his gaze was locked onto Erza's sexy form. The teen tried to look away, but he couldn't pry his eyes away from her. This was the same reaction Ben experienced when Erza re-quipped into her Seduction Armor in their fight yesterday.

"Well, aren't you going to say something, Ben?" Erza smirked mischievously.

Ben shook his head and tried to form a coherent reply. "I – uh, you…um…you look…just, whoa." He stammered, mentally slapping himself for his stupidity.

Erza chuckled and smiled gently. "Thank you, Ben. That's sweet of you."

The scarlet haired mage then turned until her backside faced Ben, prompting the Omnitrix hero to flush profoundly. His breathing and heart-rate both began to increase. What the hell was she doing?! Erza then pointed at the white bunny tail on her rear.

"I haven't gotten a chance to reward you for carrying my luggage today, Ben."

"Um," Ben sweat dropped. "It's…no big deal. Really!"

"This tail is just as soft as a real bunny's tail. For your reward, you get to touch it." Erza offered.

Ben's eyes widened. "What?" He blinked twice, thinking he misheard her. "I'm sorry; it sounded like you said you wanted me to touch the tail."

Erza chortled lightly, "That's exactly what I said. Touch it."

She moved her rear closer to him. Ben gulped while his face got much hotter. Was this really happening? Usually, Ben would refuse to such a thing, but temptation was overriding Ben's rationality at the moment. He closed his eyes and timidly stretched out his hand to grab the tail.

Erza then felt a twinge of pain from her right foot, no doubt from the heels that she wasn't used to wearing. She took a step back to lessen the discomfort; however, this caused Ben to miss his target. So, instead of grabbing her tail, he squeezed her ass.

Erza yelped in surprise, which startled Ben. He opened his eyes to see that his hand was clutching her rear instead of the tail. He cried out and immediately pulled back in embarrassment and shock. Erza turned to face him, taking a couple nervous steps back. Like Ben, her face was as a red as the strawberries she craved.

"I'M SORRY!" Ben yelled in panic as he stood up and stepped toward her. "I SWEAR I DIDN'T MEAN TO -"

Ben stopped midsentence when he stepped on his untied shoe laces on his right foot and tripped forward. Erza was unprepared when Ben fell on her, causing them both to collapse on the floor. The shape-shifter and re-quip mage both grunted from their impact with each other and the floor. The former opened his eyes and was met with quite a shock; his face was buried between Erza's breasts!

He instantly pulled back, gasping for air as his heart pounded wildly. Ben was about to get off until he suddenly froze. Ben and Erza both laid there on the floor, the former on top of the latter, starring into each other's eyes. Their faces were both flushed and their breathing, which started off as rapid, was beginning to calm. The ability of speech had left them both as they continued to gaze at one another, locked in an unexplainable trance.

All of a sudden, they snapped out of their daze when the door to their room opened. They turned their heads to see a brunette haired room-keeper walk into the room, sporting a typical maid outfit. She had all her cleaning supplies in a basket at her side. The lady stopped when she saw Ben and Erza lying on top of one another. Her jaw dropped open and a light blush formed on her cheeks when she noticed the exotic getup Erza was wearing.

"I – uh," she stuttered incoherently, "I'll…come back later!" She swiftly ran out of the room, closing the door behind her as she departed.

As soon as the door shut behind her, Ben and Erza returned to reality. Ben sweat dropped nervously and quickly rolled off of Erza and returned to his feet. He took a few steps back with his hands raised.

"Sorry!" he shouted, flustered. "I really am! I didn't mean for that to happen!"

Erza got back to her feet; her face was now as red as her scarlet hair. "Ben, it's okay." She assured gently but firmly. "It was only an accident, I understand."

Ben slumped his shoulders and let out a collective sigh of relief. "Whew. Thanks, glad you understand."

Erza folded her arms below her breasts, making them pop up a bit; much to Ben's embarrassment again. "However, I believe it would be best if we forget this incident ever happened. Am I clear?"

Ben nodded. "Crystal"

Erza smiled. "Good. Now, I suggest we get to bed. We have a long day ahead of us tomorrow."

"You don't have to tell me twice." Ben remarked.

Ben lifted the covers on his side and got under them. He laid his head on his pillow and reached out to turn off the lacrima lamp. He felt the other side of the bed shift as Erza crawled into bed. The Omnitrix bearer glanced over, hoping she wouldn't get too close to him. That would make things even more awkward than they already were now.

Thankfully, she was a comfortable foot and a half from him. However, he blinked when he noticed that Erza was still in her bunny suit.

"Uh…are you gonna wear that for the night?" Ben asked.

Erza glanced back in confusion until she realized that she was still clad in her bunny outfit. "Whoops! Silly me" She said sheepishly. In a flash of bright light, Erza re-quipped into her pink set of pajamas from earlier.

Erza turned off the last lacrima lamp, encasing the room in darkness. Ben laid on his side with his back facing his redheaded partner. He closed his eyes and let his body rest. A few minutes later, as he drifted off, he heard a gentle voice speak to him. "Good night, Ben."

"Good night Erza," He murmured before sleep finally took over.

Erza, Titania of Fairy Tail, subtly glanced back to Ben's snoozing form and lightly blushed. She shook her head and rested her head on her pillow, following Ben's example. A couple minutes later, the superhero and the mage in armor had both drifted off to sleep.

…

The next morning, the sunlight peeked through the curtains of the room's window and fell upon two sleeping occupants on the bed. One of the forms stirred from the light. Ben's eyes fluttered open as consciousness began to return. He lightly groaned from the light hitting his face.

Suddenly, the awakening Ben noticed something odd. He could feel a soft but firm weight on his body.

'Huh? What the…?' He thought.

Ben looked down and felt his breath hitch in his throat as his eyes bulged open. To his shock, Erza was snuggling into him! Her left arm was lying on his broad chest, her head rested in the crook of his neck, and she wore a content smile on her lips. Her disheveled scarlet hair was sprawled out over her face and Ben's chest.

Ben blushed furiously and clenched his teeth in panic. "Oh no," he muttered.

'Not good! Not good at all! Why is she cuddling into me?' He screamed inwardly. 'Although, I gotta say…it does feel nice. GRAGH! Knock it off, Tennyson!'

He lightly shook her shoulder with his free right arm. "Erza," he whispered, "Wake up."

Erza moaned and only dug her head deeper into Ben's neck as she tightened her one-armed embrace around his chest. A dark shade of red formed over his cheeks as his anxiety amplified; though it felt good having a beautiful woman like Erza cuddle into him.

Then another thought entered Ben's mind. He wondered of the consequences that may follow if she were to wake up to find him so close to her. Ben suddenly had a vision of her waking up, locking eyes with him, and then she'd cry out whilst summoning a sword and attacking him. He shivered.

Ben looked at her and wondered if he could quietly crawl away from Erza without stirring her. Her face was dug deeply into his neck and her arm lay limp on his chest. Unfortunately, if he were to move, the chances of waking her would be high.

Ben sweated nervously. He was beginning to think there was no way out of this potential catastrophe between heaven and soon-to-be hell if Erza were to awaken. 'There's gotta be a way out, but what?' He pondered.

The realization hit him like a freight train. He tried to feel where his left arm currently was. Ben's eyes widened further when he realized that his arm was sandwiched between his side and Erza's thigh.

He gulped and blushed harder. 'Oh man…why me?'

Knowing that the Omnitrix was his only hope, he slowly pulled his arm away. He bit his lip as Erza's soft, clothed leg passed by his hand, which felt quite nice. A minute later, when he finally pulled his hand away, he completely froze as Erza stirred by him. Instead of waking up though, she scooted closer to Ben and snuggled more into him. A soft moan emanated from her throat.

Ben's face was now as red as a tomato and the hair of his partner. He gently pulled his arm away from Erza's voluptuous body and held it over his face. Using his other hand, he tapped the Omnitrix faceplate. His heart got caught in his throat when the watch beeped before it displayed its holo-wheel.

Thankfully, Erza was still sound asleep, prompting Ben to exhale in relief. He focused back on the Omnitrix and scrolled through the list, searching for an alien that could get him out of this nice but awkward bind.

When he finally spotted the icon he wanted, he tapped it and allowed the core to pop out before quietly pressing it back down. After the flash of emerald, in Ben's place was a place was a pale, ghostlike being that had black cracks around its body and a singular green eye in one of the cracks on its head. The Omnitrix dial was positioned on his chest.

"Ghostfreak," He whispered eerily.

Erza moaned in her sleep and cuddled even closer to Ben. "Time to make like a ghost and fade outta here," Ghostfreak quipped.

Ghostfreak became intangible and phased through the bed to escape Erza's warm clutches. The ghost-like alien hovered away from the bed and levitated by the bathroom door. He could hear Erza lightly groaning and saw that her hand was subconsciously moving around the empty part of the bed where he was previously lying.

Ben shook his head and phased through the bathroom door. Once inside, he tapped the Omnitrix dial and, in a flash of green, transformed back to normal. He let out a long exhale and held his forehead. He turned his head to the bathroom mirror, where he could see his ruffled shaggy brown hair and the blush that was still on his face.

He sighed in relief. "Man. Too close for comfort."

…

An hour later, a fully awakened Ben and Erza were sitting at a booth in the Peony Café. The two sat across from each other, enjoying their respective breakfasts. Ben was chowing down on a plate of turkey bacon and pancakes while Erza was enjoying a waffle with strawberries on top.

Apparently, Erza was completely oblivious about the cuddling incident that had transpired an hour earlier. In Ben's view, that was for the best. Things were already a bit awkward between them after the accidental ass grabbing and when the maid walked in on them while Ben was still lying on top of Erza. If she knew about the snuggling, they may not be able to work together proficiently.

As he swallowed a bite of turkey bacon, Ben had noticed that Erza seemed to be in a very happy mood; in fact, she was cheery from the moment she woke up that morning.

"Hey Erza, you look real…happy this morning. How come? Not that I'm complaining or anything." Ben wondered.

Erza swallowed her bite of waffle/strawberry and smiled. "Well, if you must know, I had a very pleasing dream last night."

"Really?" Ben took another bite of his food. Once he ate it, he asked, "What was it about?"

"This may sound weird, but I dreamed I was cuddling into a nice, warm, firm cloud. It was so soothing and peaceful." Erza answered with a dreamy look.

Ben sweat dropped. "You don't say, huh?" He chuckled nervously.

'I guess that explains why she looked so relaxed when she was snuggling into me.' Ben mused.

The jacket-wearing teen shook his head and focused back on their current situation. "Okay, getting back to business, we need to discuss how we're going to tackle these volcano monsters. We know, due to the time pattern, that they're bound to attack today. We just don't know when or where they'll pop up exactly."

Erza set down her fork after eating everything on her plate and wiped her mouth with her napkin. "Yes," her expression grew serious, "since we don't know exactly where they'll pop up, I believe we both will need to patrol the skies above the city to get a much larger view. If one of us spots them, we alert the other, and then engage them together."

Ben nodded, agreeing with her logic. "Sounds like a plan to me." He then held his chin in contemplation. "But I can't help but wonder why they're attacking the town."

"They don't need a reason." Erza stated. "They're killer monsters."

"I'm not totally satisfied with that. There's gotta be something more to this." Ben proclaimed. "I mean, what could've created those things? Are they a normal presence here in this world?"

Erza shook her head. "No. They're not. Something magical-based must've created them, but I can't say what." Erza had to give Ben credit. He sure did know when to buckle down and he had also proven to be quite keen. "Perhaps there is more at work here than just creatures simply terrorizing a town."

All of a sudden, a fiery explosion ignited in the street outside of the café, causing the ground to shake violently. A few people in the restaurant cried out from the sudden conflagration. Ben and Erza immediately got up and rushed outside.

The ground quaked as a large fissure grew in the middle of the street with fire and smoke billowing out of it. Townspeople nearby began to run away, knowing what was about to happen. Without warning, a loud primal roar came from the crack.

Suddenly, a bulky, humanoid lizard crawled out of the crevice; it matched Mayor Cryoson's description dead-on. It stood eight-foot-tall and its body was comprised of burning stones and lava. It threw up its arms and head and let out another deafening roar.

"Whoa," Ben breathed. "Speak of the devil…or demon, I guess."

Suddenly, the ground shook again as another fracture appeared father down the street. A crowd of townsfolk was now trapped in-between the fire and gas spewing out in front of them and the lava-lizard closest to Ben and Erza.

Ben saw this and immediately sprang into action. "Erza, get those people to safety! I'll handle this Heatblast wannabe!" He ordered.

Erza nodded her head in understanding. "Understood"

She took off in a sprint down the street, rushing to get to the civilians as quickly as possible. Ben activated the Omnitrix as he ran toward the lava demon that stood in the middle of the street. He stopped a few meters away from the creature, which was giving off a lot of heat.

As the creature looked down at him with its glowing red eyes, Ben smirked confidentially. "Alright lizard face, it's Hero Time!" He slapped down the dial.

…

A/N: Sorry for the cliffhanger, but if I had continued then this would've wound up being another mega-chapter. Plus, it would've taken longer to update.

Well, I know some of you might be scratching your head or confused why Erza was unconcerned with Ben sleeping in the same bed as her. Well, I think that if she can shower with other men and is comfortable being seen naked by her fellow guild members, then she would be alright with sleeping with another man…as long as it's with a guild member, which Ben is.

I know I said I was going to reveal a new Ultimate form; however, that'll have to wait for the next chapter.

Alright, I have a couple announcements I need to make. One, it's time to reveal the poll results that would determine Ben's epithet.

Shifter, Hero of the Fairies: 9

Ben 10, the Ultimate Fairy: 15

Proteus, the Shape-Shifting Warrior: 16

The Emerald Knight: 28

Oberon, the Fairy King: 63

Well, it wasn't really a contest. Oberon is the winner indefinitely! I know some of you suggested Legion, which is cool but that name has already been used in multiple Ben 10 crossovers. I wanted to be a bit more original. A few people suggested I use this name, but I'll give credit tojfhakalasince he gave me a good reason to utilize it. Congrats!

Second, I wanted to address that the authors of Fairy Tail: Omniverse Invasion,Stone-Man85andMasamune X23, and I are on good terms. They did take a few things from my story; however, I'm guilty of taking a couple bits from theirs (mainly Heatblast dialogue and a fighting move from their Ben vs Natsu fight). Besides, their story is much different from mine and they are going on a separate path. For example, there's a different pairing, different Ben 10 villains, different team that Ben joins up with, and etcetera.

I just wanted to get this out there because I don't want anyone reporting them. After all, there's barely any Ben 10/Fairy Tail Xovers out there.

Anyways, expect Part 2 to be a mega-chapter (18000+ words). Hopefully, I can have it out within a week or two.

Please leave any comments and critique in that little box below this authors note.

NOTICE: If you experienced a nosebleed while reading this chapter, don't expect Ultimate10 to pay for your tissues.

Until next time…