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

17. Chapter 17

A/N: I just want to thank everyone who has favorite/followed this story and has given me encouragement and advise on how to move forward. It really is a pleasure to be continuing where Muffin left off.

Anyways, before I get started, there are three things I did to address.

First, there won't be just one but TWO new Ultimate forms in this chapter! Awesome, right? One was made by The Incredible Muffin while the other came from Omniverse. For the record, I do have Muffin's blessing to use his Ultimate so don't accuse me of stealing it from him.

Second, I am accepting suggestions from anyone on a possible name for Ben's dragon form. Please leave your suggestion in the review box or PM me. Whenever I get enough suggestions that I like, I will put up a poll to determine the dragon form's name. If you suggest a name in the reviews, please do it while you're signed in and not a Guest. Otherwise, I won't be able to give you credit if it wins in the poll.

Lastly, I would like to thank Star Saber21 once more. His input greatly enhanced the hilarity of this story as well as the dialogue.

WARNING: This chapter is packed with suspense, action, and more importantly; a bit "bonding" between a certain shape-shifter and armor mage.

Now, on with the show!

…

Ultimate Fairy

Chapter 17: Pits of Infernus

Part II

…

Last time on "Ultimate Fairy" …

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.

…

After a brilliant flash of emerald, standing in Ben's place was a seven-foot-tall humanoid with dark green, reptilian skin. It had sharp talons on its hands and toes, spikey white hair, and a pair of demonic wings on its back. It wore a black vest with spikes on the shoulders, blue knee-length trousers, and black cuffs with spikes on its wrists and ankles.

Ben looked at his transformation in slight confusion. "Huh? Beelzebash?" He then shrugged nonchalantly. "Well, I wanted Big Chill but this one will do."

The lava-demon, which was a foot taller than Beelzebash, threw up its arms and let out another loud roar. It reared back its arms and brought them down over Beelzebash to pummel him. Ben swiftly opened his wings and flew backwards into the air, causing the monster to smash the ground instead.

Beelzebash changed course and flew straight at the molten lizard and delivered a wicked right hook. The blow sent the beast careening back to the other side of the street, where it went straight through the town park's iron fence and dozens of meters further.

Ben groaned lightly, feeling a small sensation of weakness fill his body.

'Huh? That's strange. I felt weak there for a second.' Ben noted.

The teen hero was interrupted from his musings when the lava-demon walked through the hole in the fence its body had made. The iron bars around its feet turned orange before they slowly melted into molten metal. It glared at him with intense, primal rage.

Beelzebash gave the demon a savage grin. "Just you and me, lava breath," he popped his knuckles, "Mono o' Mono…or demon o' demon I should say."

The volcanic creature opened its mouth and fired a stream of fire and molten rock straight at Ben. Beelzebash was quick to fly up and dodge the attack. It hit a building instead, which caused it to go up in flames and subsequently melt.

Beelzebash looked back at the lava-lizard with a tilted brow. "He shoots lava and fire from his mouth? Why am I not surprised?"

The beast reared back its head and let loose another torrent of lava and fire at Beelzebash. The Omnitrix bearer flew to the right to avoid the attack, and then shot toward the lava-lizard.

"My turn!" Beelzebash shouted. "Try a little Demon Fire!"

He summoned a black magic circle and when it disappeared, his first were shrouded with onyx flames with an emerald hint on the outside. Beelzebash decked the lizard-man straight in the center of its snout. As a result, it stumbled back a few meters, yelping out in pain.

Beelzebash grunted and faltered a bit in flight. Ben felt another sudden wave of weariness wash over him just from contact; however, it was stronger than the first one. Suddenly, Beelzebash was too slow to react this time as the monster reached up and backhanded him. He went flying back until he collided with the ground, bounced off of it, and then smacked into a building wall, leaving cracks and an indention in it.

Ben grunted as he pulled himself out of the wall and held his aching head. "Ugh…what the heck?"

'What's going on? That's the second time. Why do I feel weaker whenever I touch that thing?' Ben pondered.

The Omnitrix bearer was pulled out of his thoughts as the lava-lizard roared and charged straight for him. Beelzebash ignited black-greenish flames on his right hand and clenched his fist. All of a sudden, the fire in his hand expanded outward and remarkably took the shape of a large fist.

Ben's eyes widened when he saw that. He then turned back to the lava beast and smirked. He punched outward, which in turn caused the giant, black flaming fist to punch the monster with a loud smack. The lizard-man went flying back and crashed into the park's fence again.

Beelzebash looked at the fiery onyx fist extending from the fire on his right hand, and smirked. 'I can mold my fire to make fists?' Ben thought. 'Now that's pretty cool.'

Like before, Beelzebash was brought out of his thoughts when the demon of fire and rock made another quick recovery. It stood across from Beelzebash, twenty yards across the street, glaring intensely at him with its red eyes. The demon roared viciously as it tilted back its head, preparing to fire another torrent of molten rock and flames.

"You know…"

Beelzebash flattened out his right hand and swiped it in an arc motion. Suddenly, a blackish-green wave of fire blasted from Beelzebash's hand and sliced the demon in half at the torso. As soon as the demon collapsed dead, its flames dispersed away as its body crumbled away into a molten substance.

"…you really need to shut your mouth." Beelzebash finished.

The sounds of multiple roars caught Beelzebash's attention. He turned back to see three more lava-lizards climbing out of the large fissure. They stood by each other, glaring at Beelzebash with furious red eyes. Ben smirked confidently and popped his knuckles.

"So," said Beelzebash, "three against one, huh? All right, I'll play that game!"

The trio roared violently and charged straight at Beelzebash. He summoned ebony fire around both hands, concentrated hard, and created two black flamed fists. Beelzebash soared forward and smashed the lizard-man in the chest, driving it into the ground with a terrific impact. The strength behind the blow caused the monster's body to break apart before it ignited in a fireball.

Another leaped at him, but Ben was quick to backhand the beast to the ground with his oversized flaming fist. The third lava-demon reared back its head and inhaled deeply. Shockingly, the fiery, onyx extensions of Beelzebash were pulled into the creature's mouth like a vacuum cleaner.

Beelzebash blinked while his mouth gaped a little. "Whoa. They can eat fire like Natsu?"

Suddenly, the demon he'd backhanded earlier, recovered and shot a torrent of lava at him. Beelzebash narrowly ducked under the molten blast; however, he was unprepared when the other lava-lizard delivered a powerful punch into his chest. Beelzebash was sent careening back thirty yards before he crashed into the street hard, leaving a shallow trench.

Ben groaned as he sat up, holding his aching chest. "Ugh…this isn't as easy as I thought it would be." He shakily stood up and faced the two demons running toward him. "Okay, no more messing around."

Beelzebash clenched his fists, summoned blackish-green fire around them, and launched straight toward the beasts. He used his giant, fiery right fist to deliver a wicked uppercut into the closest demon, sending it tumbling upward. The second monster jumped at Beelzebash, intending to tackle him. Ben flattened his left hand and discharged another fiery arc-tendril to slice the lava-lizard in two, causing its flame to die off and its body to crumble away.

The green-skinned demon grunted and lost the strength to stay in the air. He landed on his feet and fell to one knee, panting in exhaustion. He looked at his hands to see that his Demon Fire had died out. Strangely, Beelzebash had felt a sense of weakness strike him whenever he made contact with the lava-demons, and it had gotten stronger after every time.

"What's … going … on?" He panted in-between each pause. "Why do I feel weaker?"

Beelzebash was caught off guard when the creature he'd sent flying earlier roared and dived at him. Before Ben could react, an orange wave of fire struck the monster and hurled it to the ground. The Omnitrix hero blinked, confused.

Suddenly, Erza appeared and landed in-between Beelzebash and the lava-demon, which was shakily getting up. The Fairy Queen was adorned in her Flame Empress Armor and she held up her flaming sword in front of her, glaring intensely at the beast of lava and rock.

"How dare you bring harm to the innocents of this town. You will pay." Erza stated.

The volcanic lizard only roared in response before it charged at Erza. Big mistake. Erza smirked as she crouched low and jumped at the demon. With amazing speed and power, she spun full circle and slashed her flaming blade diagonally across the lizard-man's chest. When Erza jumped away and landed by Ben, the demon stood stationary for a couple seconds before the top half fell off and the rest of its body deteriorated away into loose rocks and lava.

Ben whistled as he got up. "Nice timing."

"Thank you." Erza replied. "I've cleared the townspeople out of this area, and the local knights will block any bystanders from getting into this part of the city."

"Good. With no people around, we can go all-out on these things." Beelzebash said.

Without warning, the ground shook again and more primal roars sounded. The duo looked back at the giant fissure to see five more lava-lizards climb out. Once they honed their red, ruby eyes on Beelzebash and Erza, they charged straight for them like rampaging bulls.

Erza held up her flaming sword, ready to engage whilst Beelzebash clenched his fists and ignited his Demon Fire.

"They sure look angry." Erza noted wryly.

"Yeah, they do." Beelzebash smirked. "Allow me to me to cool them off."

Realizing that he wasn't going to get anywhere in his current form, Ben slapped the Omnitrix dial and, in an emerald flash, transformed into a red and grey, mollusk-like humanoid with a sloped hump; the Omnitrix symbol positioned on his chest.

"Water Hazard" Ben shouted in a voice similar to that of a human trying to speak underwater.

Erza lifted a brow in bemusement and intrigue. She had not been present for the beginning of Ben and Natsu's first fight, so she hadn't witnessed this form and its capabilities. Well, Erza was certainly going to find out now.

Water Hazard held up both arms and fired two strong jets of water at the incoming lava-based cretins. The force of the water washed the five demons back a good distance. A thick cloud of steam hissed off of them while their body temperature began to cool, which caused their bodies to steadily harden into stone.

Water Hazard ran toward them and Erza took to the air since her Flame Empress Armor could allow her to fly for short distances. The Orishan leapt into the steam cloud and delivered a powerful punch into a monster's skull. As a result, it fell to the street as its head was shattered into tiny, rocky pieces. The rest of its body cooled to the point of stone and broke away into rubble.

It was then that Ben noticed something. 'I didn't feel weak when I touched it. Odd…' He thought.

Erza reared back her sword over her head and made a vertical slash on a lava-lizard, promptly cutting it in half. Another volcanic demon stood over Erza and cocked back its right hand, the talons fully extended. Erza spun her body and swiped her flaming sword across the creature's gut, causing it to fall over and its lava blood to gush out onto the street.

Water Hazard shot out water from both portholes in his palms, focused hard, and created two water-whips. He whipped the nearest lava-lizard in an 'X' pattern across its chest, causing it to stumble back as steam wafted off its body. Water Hazard jumped and sent a powerful, roundhouse kick into the fiery, rock-skinned demon's chest. The strength of the kick added to the demon's weakened, wet body created a spider-web of cracks over its chest until its flame died out and the creature collapsed into a rock pile.

The two remaining beasts snarled in rage and both reared back their heads, preparing to fire their lava breath attack. Water Hazard saw this and aimed his hands at them.

"No need for that. Here, have a cold drink on me." The Omnitrix bearer quipped.

He shot out two torrents of water into their mouths, promptly cooling off their gathered thermal energy. As the two lava-demons staggered back, roaring in pain from the cold water, Erza crouched low and leapt into the air. Erza cried out as she reared back her fiery blade to its acme and let loose a powerful fire wave at the creatures, which instantly sliced them apart. Their bodies fell apart into rocky piles as their flames were extinguished.

Erza landed smoothly but winced a little. For some odd reason, she felt a little fatigued. This confused her since she had barely gotten started. The redhead shook it off, thinking it was nothing.

With their opponents destroyed, Water Hazard and Erza regrouped and took a moment to decide what to do next.

"That takes care of them." Erza noted.

"Yeah," Water Hazard replied, "but if we're going to stop those things from coming back and putting more lives at risk we need to bring the fight to them!"

They both turned their eyes on the large fissure in the street and ambled over to it. When the duo got to the edge, they could see fiery orange cracks stretching their way into the dark depths of the earth.

Erza nodded in agreement. "Their weakness appears to be water." She then turned to the mollusk humanoid. "I would recommend you stay in that form for the time being."

If Water Hazard could, he would be smirking. "Right. Well, let's not waste any more time. I am on a schedule after all."

The Orishan jumped into the crack first and Erza followed. A few seconds later, Water Hazard landed on solid ground, the earth beneath him denting inwardly from his weight. Erza landed gracefully on her feet right next to him and both took a moment to look around, studying their surroundings.

They appeared to be in a large, wide cavern with pools of magma in random spots. The ground and walls around them were cracked and glowing orange from the heat. Their eyes traveled upward to the crack in the ceiling, fifty feet up, where bits of sunlight were creeping in. How the lava-monsters were able to get up there was beyond Ben and Erza, but they both inwardly speculated that the demons could jump very high.

Despite the high temperatures of the cave, the Omnitrix bearer and Titania of Fairy Tail were unaffected. Water Hazard's exoskeleton and Erza's Flame Empress Armor protected them from the semi-extreme heat.

As Water Hazard glanced around the cavern, he cocked a brow ridge. "Nobody home?" he wondered.

Erza didn't respond immediately as she spotted a few reptile-shaped footprints in the ground. Her eyes followed them until she saw that they led to a tunnel at the end of the cave. Water Hazard followed her gaze and quickly saw the tracks that Erza had discovered.

"Good eye, Erza." Water Hazard praised.

She curtly nodded. "Let's follow them. I have a hunch that they'll lead us straight to the nest, so keep your wits about you."

Without argument, Water Hazard followed Erza into the tunnel and kept a couple steps behind her. Ben and Erza were on their guard, ready for any possible attack. Light wasn't an issue in the tunnel since there were glowing orange cracks all over the walls and ceiling. Occasionally the duo would come across magma gushing out of the walls, blocking their path; however, Ben easily resolved the problem by blasting the obstacles with water, which instantly turned the molten rock into stone.

A few minutes later, as Water Hazard and Titania trekked deeper into the tunnel; the latter was feeling a sensation of weariness fill her body. Suddenly, Erza stopped walking and hunched over a little, groaning in discomfort.

"Erza! Is…something wrong?" Water Hazard asked, concerned.

The redhead was befuddled and couldn't understand why it felt like her strength was slowly being drained away. What was happening?

"I…I'm okay." She replied. "I – I just feel a little dizzy…that's all."

"Maybe it's the heat?" Water Hazard suggested. "I mean, it is getting hotter."

It was true. The farther the duo ambled into the semi-hardened lava tube, the higher the temperature rose.

"No doubt it's because we're getting closer to Mount Infernus." Erza explained. "And no…that's not it. While in this armor, I'm immune to heat."

"Well then, what is it?" asked Ben.

Erza grunted and closed her eyes for a moment. When she opened them, the determined expression she wore had hardened. "Nothing" she stated. "Let's keep moving."

Water Hazard watched Erza take a few steps forward before he followed. He was curious as to what could've made his redheaded partner feel dizzy, then it hit him. He remembered while as Beelzebash he'd felt a sudden feeling of weakness when he touched the lava-demons, but he didn't feel it as Water Hazard.

'Something strange is going on here.' Ben thought. 'I felt more fatigue the longer I was around those things as Beelzebash, and since Erza got dizzy down here…I can assume that she feels a bit weaker too. What could be causing this?'

Ben was brought out of his thoughts when he saw the large opening ahead. When the duo exited from the tunnel they were now in an enormous cavern. The ceiling above them was so high it was shrouded in darkness, but the tips of a few rocky stalagmites could be seen hanging down.

Magma poured from fissures in the walls and ground with the viscosity of cold syrup, forming pools of molten rock in various places. Like the tunnel, the cave walls had a spider-web of orange cracks that provided light for the Fairy Tail wizard and superhero to see. In random spots across the cavern, a handful of orange crystals jutted out from the many rocks that surrounded them.

All in all, the cave was impressive.

Water Hazard and Erza only took a few steps into the cavern before the ground began to shake. All of a sudden, a horde of lava-lizards burst from the earth and surrounded the shape-shifter and armor-clad mage. Their malice-filled ruby eyes were honed in on the duo as they each let out angry snarls.

"Ambush!" Erza cried, bringing up her sword.

"HIT 'EM HARD!" Water Hazard yelled as he got into a battle stance.

The lava-based monsters extended their hand talons to their peak and let out earsplitting roars before they all charged at Ben and Erza. Water Hazard held up his arms and fired two powerful jets of water at the nearest incoming lizard-men. The demons cried out in pain as a cloud of steam was made from instant contact with the cold water.

Erza let out a fearful cry as she leapt ahead of Ben. She reared back her sword and let out an intense fire wave, which shattered the bodies of the monsters that had been cooled by Water Hazard; the rest were blown off their feet and sent careening into the wall.

However, the fight was far from over as another faction of lava-demons attacked from behind the duo. Water Hazard spun around and fired a river of water at them, causing the lava-based creatures to stagger back in pain. Erza jumped forward and stabbed her flaming sword into the ground. As a result, a powerful conflagration erupted from the earth beneath them and consumed the group, reducing their weakened bodies to rubble.

Erza had once again fallen to one knee, clutching the handle of her sword as she panted. Strangely, she was feeling weak after that attack. 'What's going on? I've barely exerted myself and I'm already winded.' Erza thought.

The redheaded warrior was almost taken off guard when three lava-demons charged at her; however, two torrents of water blasted them off their feet. Erza collected herself and stood back up, holding her crimson sword firmly. She looked over at Water Hazard, who turned his left arm away from her and fired a jet of water at another volcanic lizard charging him.

It was sent sliding back while a steam cloud wafted from its body. The demon was now on its hands and knees as its rocky skin hardened. Water Hazard acted quickly and slashed the creature with two powerful water-whips, which caused the demon to cry out before it crumbled away.

Water Hazard turned to his redheaded companion. "Erza, are you okay?"

"Yes! I'm fine!" She yelled. "Just keep fighting!"

Erza let out a fearsome yell, crouched low, and jumped high. In midair, she gathered an absurd amount of flames on her red sword to make it shine brightly. With a single swipe, a wave of fire struck another clique of lava-monsters and sent them flying back.

'Something's off.' Ben thought. 'She seems to be holding her own for the moment, but I could tell she looked exhausted after making fire erupt from the ground.'

Water Hazard was pulled out of his musings when half a dozen lava-demons rushed at him, fury blazing in their blood-red eyes. The Orishan held out both arms and fired a river of water at the incoming beasts, which washed away two of them. However, the other four split up and dodged to the left and right to avoid the attack.

The volcanic lizard-men ceased their charge thirty yards from Ben and stared at him. The Omnitrix hero was confused at what they were doing until the demon quartet reeled back their head and fired four concentrated blasts of lava from their mouths. The four lava blasts fused together midway and formed a huge pillar of molten rock that rocketed towards Ben.

Water Hazard's eyes widened in panic. He swiftly extended his arms and fired the strongest torrent of water he could. When the two elements met, a massive cloud of steam was produced. Though some of the lava pillar was turned into stone, the extreme heat was simply too much for Water Hazard to handle.

The lava blasted through the water jets and hit Water Hazard, which sent him careening back. He slammed into the cave wall hard. Ben stuck to the rock momentarily before he peeled off and fell to the ground face first.

"BEN!" Erza cried out.

The redheaded warrior was about to come to her partner's aid until a dozen lava-monsters burst from the ground in front of her, blocking her path to Ben. Erza ground her teeth while a bit of sweat ran down her face. She held up her red sword and was ready to engage; however, with as many beasts as there were around her, Erza certainly wouldn't be getting to Ben anytime soon.

Water Hazard groaned painfully as he shakily picked himself off the ground with his arms. He returned to his feet albeit he was hunched over. Small, dark burn marks were visible on his chest and torso. Although an Orishan exoskeleton was incredibly strong and durable, it could still suffer burns from energy blasts.

Ben brought up his head to see a crowd of ten lava-demons charging straight for him. "This is too much heat for regular Water Hazard to handle," his eyes then narrowed, "which means it's time to go Ultimate!"

He lifted his right hand and slapped the Omnitrix dial on his chest, causing four clamps to stick out from the rim. An emerald flash illuminated the area as an evolutionary surge filled Water Hazard's body. His form became bulkier and a foot taller whilst his exoskeleton turned into a greyish-coal color while the armor on his abdomen and upper arms were blue. His hands turned into three-foot pincers that sprouted large cannons in the middle. Across his body were several black barnacle-like holes that were continually pumping out small streams of water. An organic rocket appeared to be mounted on his back.

"Ultimate Water Hazard!" Ben shouted in a deeper, underwater voice.

The seemingly mindless beasts were not intimidated as they continued to charge at the Omnitrix bearer, letting out deafening roars.

If he could, Ultimate Water Hazard would be smirking. "Why don't you guys just cool down already?"

He held up his right cannon-arm and fired a powerful water torrent; much stronger than regular Water Hazard's. Amazingly, the ten demons were blown off their feet and washed away by an incredible inundation of water. By the time they had reached the other side of the cave, their molten rock bodies had already turned to stone and obliterated by the intense water pressure.

Ben then turned his gaze to Erza. She had successfully taken out most of the lava cretins that had attacked her, their rocky husks were scattered about and in multiple pieces. However, at least a dozen remained and they had now surrounded her. Erza herself was braced on one knee, a sheen of sweat dripped down her face, and she was breathing heavily.

The teen hero's eyes widened in alarm, Erza was exhausted and it appeared she could barely stand. Without wasting a moment, the hyper-evolved Orishan concentrated and blasted water out from the multiple holes across his body. Once Ultimate Water Hazard was fully encased with liquid, the rocket-like structure on his back fired a powerful surge of water that lifted him off the ground and launched him straight toward the demons.

Just when the lava-lizard were about to pounce on Erza, Ben landed a few yards to Erza's right, splashing water on her and everything around him. The demons could see how much water was flowing around Ultimate Water Hazard and took fretful steps back, frightened of their enemy element. Ben didn't make any quips as he held out both cannons and fired two powerful jets of water at the lava-monsters. The extreme water pressure threw them all back to the cave walls and actually reduced their bodies to fragments of cool, hard stone.

Erza lifted her head and stared at Ultimate Water Hazard with wide eyes. She took note of the four prongs sticking out from the Omnitrix dial on this form's chest and realized that Ben was currently ultimized. After the Fairy Tail wizards had seen Ultimate Swampfire in the attack on Phantom Lord and Ultimate Big Chill in Ben and Erza's fight, they had asked him why those forms were different and more powerful than the originals.

Ben had explained that his Omnitrix could do more than just turn him into every known sentient race in his universe. It could actually hyper-evolve all of his transformations to their ultimate form. Needless to say, the jaws of many mages had fallen off that day when Ben told them about it. However, he chose only to go Ultimate when he needed to since it did shave precious time off of his transformation time limit.

It was also unnecessary to go Ultimate a lot, but in this situation, it was essential.

Once their lava-based adversaries were disposed of, Ultimate Water Hazard came to Erza's aid. "Erza! What's wrong? And don't say you're alright because it's obvious that you're not!"

Erza grunted, grinding her teeth in distress. After a few minutes of fighting, she was already exhausted and barely had the strength to stand. Suddenly, her body was engulfed with golden-white light and her Flame Empress Armor disappeared, replaced by her usual Heart Kreuz outfit. She didn't have enough magic energy within in her to keep her other armor equipped.

"I…I – I don't know." She admitted weakly. "I…feel like…all my power is being…sucked out of me."

Before Ben could respond, the ground shook violently again. Without warning, a couple dozen lava-lizards popped out of the ground and surrounded the highly-adaptive duo. They extended their razor sharp talons and roared deafeningly.

Ultimate Water Hazard looked between Erza, who was wincing in pain, and the lava-demons. It was at that moment his emerald eyes widened as the connection was made.

"That's it." The hyper-evolved Orishan exclaimed. "It's the volcano demons!"

"Huh? What do you mean?" Erza asked, confused.

"Somehow they're draining your magic power." Ben elaborated, holding up his arm-cannons. "That's why I felt so weak as Beelzebash. He's the only form I have that uses magic."

Erza's brown eyes had widened in realization. Ben was right. The moment she started fighting the demons was when she felt herself getting weaker. There was no denying it now; their situation had just gotten a lot more complicated.

"Y-you're…you're right." Erza stammered, struggling to keep herself from falling over.

The demon horde roared again before they charged at the two members of Fairy Tail. Ultimate Water Hazard extended both arm-cannons to opposite sides and fired two powerful streams of water. Half of the beasts were destroyed instantly by the high-pressure cold water. A thick cloud of steam was produced and blanketed the cave, blocking Ben and Erza's line of sight.

Ultimate Water Hazard stood protectively at Erza's side, his water cannons up and ready. "We have to get outta here!"

"But…" Erza began to protest.

"No 'buts'!" Ben said sternly. "If we stay here any longer you could die! I'm not gonna let that happen."

Erza tried to find a way to chide her partner, but she realized that Ben was right. They needed to retreat and devise another strategy.

"Very well," Erza replied. "Let's…"

Erza's sentence fell short as she suddenly collapsed semi-conscious to the ground.

"ERZA!" Ultimate Water Hazard shouted.

All of a sudden, five lava-demons jumped out from the mist straight in front of Ben. The hyper-evolved Orishan held out his right arm and shot another water torrent at them. They were easily washed away to the other end of the cave, where they turned to stone and crumbled away. However, Ben was nearly taken by surprise when a lizard-man appeared at his side and reared back his fists over its head, intending to bring them down on him.

The shape-shifting hero dodged to the side, avoiding the hit and letting the monster smash the ground instead. Ultimate Water Hazard shot the demon with water, which immediately abolished it due to the high pressure. Three more beasts ran out of the steam cloud and stopped fifteen yards to Ben's left.

They cocked back their heads and fired out torrents of lava from their mouths. Ultimate Water Hazard simply held out both arms and shot an enormous wave of water. The lava instantly hardened into stone while another steam cloud was created. The powerful water jets cut through the lava attacks and struck the three demons. Stumbling back in pain, they quickly collapsed to the ground and shattered into rubble.

Ben lowered his arms slightly, thinking he had gotten them all; however, with the steam fogging his vision, he couldn't tell if there were any other demons left. Then, an idea came to the Omnitrix hero's head.

"Should've done this sooner," He chided himself. "I'll just absorb the moisture from the air."

Suddenly, the holes across Ultimate Water Hazard's body and his portholes in his arm-cannons began to suck up the surrounding water vapor. In less than a minute, all of the steam in the cave was absorbed into the Ultimate Alien's body.

Ben glanced around and was bewildered. Besides him and Erza, the cavern was empty and there were no signs of anymore volcanic monsters. The Omnitrix hero's eyes narrowed in suspicion.

'Strange…I thought there were three more.' He sighed in annoyance. 'Ugh, I don't have time for this. I better get Erza outta here while I still got the chance.'

Ultimate Water Hazard turned toward Erza, who was still lying on the ground, and ran to her. The fatigued warrior weakly lifted her head off the ground and opened her eyes. Her vision was blurry at first but when it refocused she spotted Ben coming to her aid. Without warning, three lava-lizards quietly burst from the ground twenty yards behind Ben.

When the demons reared back their heads Erza's eyes widened in apprehension. "B-Ben…" She stuttered.

"Hang tight, Erza." Ben said.

She finally found her voice and yelled, "LOOK OUT!"

Ultimate Water Hazard stopped in his tracks. By the time he turned around, the beast trio had already fired their lava breath attacks. Ben was too slow to react as the three streams of molten rock hit and blasted him off his feet. He crashed onto the ground hard and formed a shallow trench all the way in front of Erza. Smoke hazed off of his body.

Ben lay on the ground, groaning in pain. Though a hyper-evolved Orishan exoskeleton was very tough, taking three lava blasts to the back could still hurt badly. In a flash of green, Ultimate Water Hazard changed into Water Hazard, and then into Ben. The brunette ground his teeth as a searing soreness filled his body.

The three monsters approached the beaten wizard and superhero, standing tall above them. However, instead of finishing them off, one lava beast stepped forward and summoned a blue sphere of magma into its right hand. It kneeled down and placed the cobalt magma ball onto both of Ben's wrists after crossing them with its left hand. It then ambled toward Erza and did the same to her.

Needless to say, both of them were surprised that the magma was actually cold! The magma instantly hardened and trapped their hands in a stone chunk. Ben used what strength he had to break the rock, but to no avail. Erza took a deep breath and tried to muster up enough strength to get free; however, she was met with similar results. She just didn't have enough strength at the moment.

A lava-demon grabbed Ben by the back of his green jacket while another took hold of Erza's left shoulder guard, and then dragged the weakened duo across the ground. Ben was a little surprised that he wasn't being burned from the demon's touch. He assumed that these volcano monsters could control their outer body temperature or something.

The monster trio dragged Ben and Erza into another tunnel across the cavern. The former glanced over to his partner and observed that she was breathing heavily and struggling to stay awake. It appeared the energy within her was being sucked out of her before Ben's very eyes.

"H-hang…in there, Erza," Ben encouraged, despite the pain he was experiencing from taking those lava blasts. "I have…a feeling that we're about to see what's…really going on here."

"I…I'm trying. I…feel so tired." Erza panted.

Ben looked at his redheaded companion in concern. If something wasn't done soon, Erza could be completely drained of her magic energy. His eyes suddenly widened when he recalled what happened to Master Makarov when Aria had drained him of his magic powers. The thought of something similar befalling Erza made Ben very uneasy and worried. His frightened expression was replaced by determination as he attempted to break his stone bindings again, but with zero success.

A few minutes later, the tunnel came to an end and opened up into a much larger cavern. The Fairy Tail duo was dragged across a stone bridge, beneath them was a giant pit of magma. At least a hundred lava-lizards were spaced out across the pit, and they appeared to be mining an orange crystal-like mineral from the many jagged rocks that stuck out of the magma.

Ben looked at his right and left and could see even more lizard-men standing on cliffs that hung on the cave walls and above the magma pit. They appeared to be mining for the orange rock there too.

The teen hero cocked an eyebrow, confused. 'They're mining for that orange rock?' he thought. 'Why?'

After the beasts dragged Ben and Erza across the bridge, they dropped them to the ground but remained close by. The shape-shifter and armor mage struggled to pick themselves up, their arms shook under their weight; nevertheless, Ben finally regained enough strength to sit up. He came to Erza's side and helped her sit up too.

Their attention was then gained by a man, standing before them. He was six-foot-tall and broad shouldered. He was attired in a grey business suit without a tie and his collar was upturned. He had long, spiky black hair with red streaks, but most of it was concealed by a black fedora. The man's black eyes were sharp and cold. He wore a confident, smug smirk on his face.

Ben's eyes narrowed at the man; for some reason, he looked vaguely familiar.

"I was expecting that sooner or later, some wizard might show up." The man spoke in a cool, slick voice. "But I had no idea Titania of Fairy Tail herself would be one of them." He took off his fedora and bowed slightly. "It's truly a pleasure to meet someone so famous. I hope my welcoming crew wasn't too soft on you."

Ben and Erza simply glared at the man. He shifted his gaze to Ben, and asked, "And you would be?"

"Ben Tennyson." Ben replied dryly.

"OH! Yes…I remember…" John said. "You're that new powerful Take-Over mage from Fairy Tail, the one with so many unseen forms. One of those forms happens to be a giant titan. Am I correct?"

Ben shook off his annoyance at being called a mage, and responded, "Yeah, and let me guess…you're the big guy in charge around here, right?"

The man placed his hat back on his head. "Oh pardon me, where are my manners? My name is John. John Magtartus the Third at your service." He stated, causing Ben and Erza's eyes to widen in shock.

"Magtartus?" gasped Ben.

Ben was hit hard by recognition. He knew that this man somehow seemed familiar and now he knew the reason.

"Ah yes." John chuckled. "You already had the misfortune of meeting my pathetic little brother, Joe." He let out a frustrated sigh and face-palmed. "What was that idiot even thinking? Picking a fight with one of the strongest Guilds in this kingdom? If only he put as much effort into the family business as he put into that ridiculous Dark Guild of his."

"So, I guess you're mad that we put your brother in jail and you're seeking vengeance on the ones who defeated him, right?" Ben guessed.

John chuckled in amusement and shook his head. "Oh no, no. I'm not angry at all about that."

"Huh?" Ben cocked an eyebrow. "You're…not?"

John walked closer to them and kneeled, a serious expression on his sharp face. "Truth be told, I never really cared much about Joe's well being. So don't think I want revenge for him getting arrested; in fact, some time behind bars might knock some sense into that runt. But still..." He reared back his fist and punched Ben in the gut, making him double over in pain. "…for disgracing my family name, I'll make you suffer."

Erza snarled at John for punching her partner. She wanted to retaliate; however, she had so little strength in her. "Why are you doing this?" She glowered.

Magtartus stood up and snapped his fingers. As a result, a random lava monster approached him, carrying one of the orange crystals. He reached into his suit and pulled out an iron glove, placing it on his left hand. John reached out and took the rock from the lava monster and stepped a few feet away from it before turning his attention back to Ben and Erza.

"This mineral is truly special. Similar to lacrimas, it can store magic inside of it, but not just that; it also absorbs magic from the area around it. So I don't advise you to touch it directly without protection; preferably iron. You'd be completely depleted in a matter of minutes."

'I guess a long explanation means something bad in this crazy universe too.' Ben mused.

He continued his tale. "About a month ago, I came across these beauties and found a way to use them to make my magic even stronger. Then I got an idea: what if I were to mine more of them and let them absorb more magic? I melted all the rocks I could find with my Lava Magic and created these golems. They're obedient, hardworking, and best of all…they can absorb the magic of wizards from direct contact or just by standing in very close proximity to them. Then I thought, what if they absorbed the magic of some powerful mages? Just imagine all that power, under my control." He began to laugh hard.

Ben sat up, getting over the pain in his gut; it all began to come together in his head. John had created the lava-demons to mine more of the orange crystals and gain more magic power. Apparently though, what he had wasn't satisfactory enough. So he ordered his lava-minions to terrorize Peony so that the town would eventually call upon Guild wizards for help, allowing the demons to suck their magic energy from them.

That also explained why Ben felt so weak when he faced the monsters as Beelzebash. He was the only form out of Ben's repertoire that could use magic. Once he changed into something else, he was completely unaffected.

"You're just as power hungry as your brother." Erza stated.

John shrugged and smiled. "It runs in the family."

A lava-demon walked across the stone bridge and stood ten yards behind Ben and Erza. It let out a series of grunts and snarls. A sinister smile took shape on John's face.

"We're that close, huh? Tell the group to keep mining and inform me at once when they reach the heart." John ordered.

The monster nodded in acknowledgment before it turned and sauntered off. Ben and Erza glanced at each other, both bewildered. 'How the hell did he understand that?' Ben thought.

The question on their mind was seemingly read by the older Magtartus brother. "Before you ask," John explained, "since I created these beasts, only I have the ability to communicate with them."

"Wait," Ben contemplated further on what John ordered his lava-followers to do. When he heard the word 'heart', it made him think. Suddenly, his eyes popped wide open from realization. "The Peony Heart!"

John smirked. "Yes…quite keen of you."

"W-what are you planning?" Erza demanded, though her strong voice faltered slightly.

John's confident smirk never left his lips. "Since neither of you will live to see the light of another day, I'll tell you. I just recently discovered that the source of the Peony Heart's power is not just Mount Infernus, but rather…raw, crystalized ethernano."

Erza gasped as her eyes widened in shock while Ben blinked in confusion. "Ethernano? What's that?"

John lifted a brow and looked at Ben incredulously. "You must be joking."

'Hey! I'm from another universe, dude! There's still a lot I don't know about this crazy world.' Ben shouted inwardly.

"Ethernano are magic particles that dwell in all living organisms and the atmosphere, Ben. They are the source of every wizard's power." Erza explained. "Sometimes, under the right conditions, ethernano can be turned into crystal…almost like a lacrima."

"Yes, I'm surprised you didn't know that." John commented. "Raw ethernano is extremely powerful, and if my loyal subordinates can absorb all of the ethernano crystals within that geyser…no one in Fiore will be able to stand against me."

"You can't!" Ben yelled. "If what you say is true, if you drain the Peony Heart then the people of Peony could all die this coming winter!"

"Pft…by this winter, I won't care." He looked unfazed by the thought of an entire town dying. "I'll be so powerful that the cold won't affect me ever again." He grinned sadistically.

"You'd endanger the lives of so many innocents just for your own personal gain?! You fiend!" Erza shouted, her eyes burning with ferocity.

John grinned and shrugged. "I've been called worse. Well, as fun as it was talking to you two, I have work to do." He turned to the lava-lizards standing behind Ben and Erza. "Throw them into the storage pit."

Two lava-lizards stepped forward and grabbed Ben by the back of his jacket and Erza by her shoulder plate again. Ben sent John a glare before they were dragged past him and down another tunnel, which lead to a very large cavern. This cavern had a series of lava tube entrances across the cave walls, and the demons pulled Ben and Erza into one of them.

A minute later, they reached the end of the tunnel, which was a pit with a large quantity of the orange crystals scattered in it. This was the room where John stored all of the minerals that the demons had mined. Ben and Erza yelped in surprise when they were thrown in the shallow pit. They crashed in a spot devoid of the orange mineral, but the rocky ground didn't provide a comfortable landing either.

Groans emanated from their throats due to the painful impact. Ben clenched his eyes tight and grinded his teeth from the stinging sensation that washed over him. He weakly opened his eyes and struggled to sit up. The shape-shifter turned his head and gave the pit a once-over. Without a doubt, Magtartus currently possessed at least a few tons of the magic-absorbing mineral.

This, of course, didn't bode well for the mighty Erza. The trained warrior rolled over onto her front and tried to sit up; however, her muscles faltered as she collapsed to the floor again. Erza moaned in agony, she could feel the magic energy steadily being sucked out of her.

Ben heard her moan and turned to her. Seeing how weak and hurt she looked, the teen hero quickly crawled to her.

"ERZA!" He cried out.

"T-the…the rocks…they're…sapping my power away." Erza breathed, a few drops of sweat racing down her face.

"I gotta get you outta here!" Ben looked at his stone bindings that blocked his access to the Omnitrix. He lifted his arms to their zenith above his head and slammed the stone bindings on the ground. The brunette tried again and again but the rock wouldn't yield.

Erza groaned loudly again. Ben could tell that her pain was intensifying by the moment, which only strengthened his resolve to break the stone. Cuts and bruises began to form on Ben's arms; unfortunately, even after all his attempts, the rock binding wouldn't yield.

"Dammit!" Ben cursed angrily. "If I could just break this damn stone, I can transform and get us outta here!"

Erza glanced over at Ben, her lightheadedness becoming stronger. She knew that as long as the magic-sapping mineral was around her, there'd be no way she could use her power, or even stand up! It was up to Ben now, but he was having his own difficulty with his stone cuffs.

When she spotted the Omnitrix on his left wrist, a light-bulb shined in her head. Digging deep into her reserves, Erza used her forearms to pick herself off the ground. Ben paused when his partner painfully shifted over to him and extended her bound hands to his left arm.

"Erza?" Ben questioned.

With one of her free fingers, she tapped the Omnitrix faceplate. As the green holo-wheel popped up, she pressed the first head icon she saw before finally falling over and succumbing to unconsciousness.

"ERZA!" Ben panicked. A second later, he noticed the Omnitrix core pop out. "Hang tight! It's Hero Time!"

He slammed his chin onto the dial, causing the room to be blanketed in emerald light. When the flash disappeared, standing in Ben's place was a six-foot-tall creature with yellowish-brown skin, a tan underbelly, and broad shoulders. Scattered across its arms, chest, and back were green eyeballs consisting of different sizes while its face had a mouth with a large pair of bat-like ears over it. It wore black pants with green cuffs on its wrists, knees, and ankles; the Omnitrix was on a green and white belt strapped to its waist. The Fairy Tail mark was stamped in black on his upper left arm, right underneath a green eye that was positioned on his shoulder.

"Eye Guy" The Opticoid pulled on his rock bindings and easily shattered them. "Alright! The eyes have it!"

When Eye Guys shut all of his eyes, a few merged with the one on his chest, causing it to increase drastically in size and extend outward from his chest. It shone a bright green as energy accumulated inside it. Suddenly, a brilliant green beam fired from the giant eye and struck a pile of orange rocks, igniting it in a conflagration.

Eye Guy turned in a full circle and blasted every piece of the mineral he could see. No pun intended. More explosions shook the pit as debris from the ceiling fell to the floor. Eye Guy ceased his attack and lifted a limp, unconscious Erza over his shoulder. He crouched low and leapt out of the pit and into the tunnel.

The second his feet touched the tunnel floor, big chunks of the ceiling collapsed into the pits and filled it completely with crumbled rocks. Ben turned back and let out a sigh of relief. A second longer, he and Erza would be dead underneath all that rubble.

"Man. I did not see that coming." Eye Guy quipped. Okay, that pun was intended.

A groggy groan came from Erza. The Opticoid pulled her off his left shoulder and gently laid her on the ground, kneeling beside her. The scarlet haired wizard eyes slowly fluttered open as she felt her strength steadily return. She blinked twice when her gaze fell on Eye Guy and his surreal eyeless face.

Erza got over her surprise at Ben's new form and sat up, holding her aching forehead.

"Erza, are you okay?" Eye Guy asked, concerned.

"Ugh…" she groaned and opened her eyes again. "Yes, I'll be okay. I can feel my magic energy coming back."

Eye Guy sighed in relief. "That's great to hear."

Erza sighed. "But it won't do us any good if my magic gets drained again just by being near Magtartus's monsters."

Ben knew the redheaded warrior was right. Erza wouldn't last long in another fight against the lava-monsters. He wracked his brain to look for any solutions to their situation. Suddenly, Ben remembered something about their last battle. When he cooled the demons off as Water Hazard and Erza used her weapons to destroy them, she didn't seem to tire out.

Perhaps when the monsters were cooled to the point where they turned to stone, their magic-absorbing abilities were negated. Ben mentally slapped his forehead, reprimanding himself for not seeing it sooner.

"I got it!" Eye Guy quipped, causing Erza to groan. He shook off her groan and continued, "Earlier when I turned those things to rock, you didn't feel as weak. Am I right?"

"Okay, first…enough with the eye puns." Erza ordered sternly. "Second, yes…I didn't feel as weak, why?"

Eye Guy slapped the Omnitrix dial on his belt, shrouding his body in emerald light. In the wake of the green flash was a four-foot-tall, blue lizard-like reptile that stood on four feet. Its legs, back, and arms were clad in tight black clothing while its white shelled chest was exposed, with the Omnitrix dial on it. Four pointed, blue spikes started from his head and went down his spine. Its reptilian face was blue and had black streaks around its green eyes. The Fairy Tail symbol was emblazoned in blue on his left shoulder.

Ben looked at his new form and smiled. "Articguana? Cool"

The wizard in armor eyed this new transformation peculiarly. It didn't look all that impressive; however, she'd thought about Lodestar the same way and was defeated easily by him. She wondered what this new form was capable of.

Articguana decided to give his partner a quick demonstration of his powers. He inhaled deeply before exhaling an icy breath at the cave wall, which instantly coated it in a thick sheet of ice.

Erza blinked twice at the icy wall before returning her attention to Articguana. "Another form with ice powers? I can't decide if Gray would like this form or envy it." She smiled teasingly.

Articguana smirked. "I'd go for the second one. Alright, here's how we'll do it: I'll freeze 'em and you break 'em. Got it?"

Erza realized Ben's solution to keep her in the fight and smiled. "Understood. Now let's get moving!"

"Wait! Grab on to me." Articguana said, earning a confused look from Erza. "I can get us there a lot quicker than running." He explained.

Erza hesitantly took hold of one of the spikes on his black shell. Articguana pointed his head at the ground and exhaled, promptly coating the floor in ice. Surprisingly, the Polar Manzardill skated across the ice he'd formed in a snowboard-like fashion while continuing to fire his freeze ray at the ground ahead of them.

Titania's mouth gaped slightly as she held onto Articguana. She then blinked and shook her head. 'I wonder if Ben will ever stop throwing surprises at me.' She wondered.

True to his word, Articguana skated very fast out of the tunnel; much quicker than running, and into the main cavern. John was standing on the stone bridge over the magma pit with a quartet of lava-lizards close by. The Lava Mage's eyes widened in shock when he saw a black and blue iguana-like creature and Erza skating toward them on sheets of ice that were being fired from the creature's mouth.

Articguana came to a stop and ceased shooting his freeze-ray. He and Erza stood on the end of the rock bridge, glaring hard at the black haired man.

"WHAT?!" John shouted, dumbfounded. "HOW? How are you two still alive, or even able to move? You both should be drained by now!"

Erza summoned enough magic energy to perform a re-quip, which engulfed her body in golden-white light. When it died away, she was now adorned in her Black Wing Armor. She held out her lethal, silver sword.

"Fairy Tail wizards are not defeated so easily. Your brother had to learn the hard way, and so will you." Erza declared strongly.

"That's right, pal. We're taking you and your little operation down." Articguana added.

John clenched his fists and growled. He pointed a finger at the duo and yelled, "Destroy them!"

The four lava-demons standing by John stepped forward and formed a wall between him and the two Fairy Tail mages. They reared back their lizard-like heads and shot four lava torrents at them.

"You know…I had a feeling he was gonna say that." Ben commented.

He inhaled deeply and then fired a bluish-white ray from his own mouth. When the freeze-ray and lava blasts met halfway, the latter was instantly turned into hard rock. Articguana's ice attack broke through and froze the demon quartet on contact, turning them into stone.

Erza leapt in the air, cocked back her silver blade and swiped her sword in an arc pattern.

"Moon Flash!"

A silver energy wave discharged from Erza's blade and easily shattered the rock statues. John took a tentative step back, surprised by how quickly the two had defeated his minions. However, his cocky smirk soon returned.

"Impressive," he praised, "but I still have numbers on my side."

Without warning, a dozen lava-demons jumped out from the magma pits below and onto the bridge, standing guard in front of their creator. Articguana and Erza's attention was grabbed by some noises behind them. They turned to see another dozen demons standing at the end of the bridge. Now, the duo was surrounded.

Erza winced a little, feeling her magic power beginning to get sucked away again. John folded his arms over his chest and smirked haughtily.

"You two should've learned that you cannot defeat my golems without getting all your energy drained!" John smiled sadistically.

Noticing that Erza's arms and legs were starting to slightly tremble, Articguana acted fast. "Then I guess I'll just have to freeze their butts first!"

The Polar Manzardill exhaled another freeze-ray at the demons in front of him. He then turned around to freeze the monsters behind him. Within seconds the entire bridge and the two dozen lava-lizards were covered in thick sheets of ice. John's eyes widened, stunned by how strong this creature's ice powers were.

"Re-quip!" After another golden-white flash, Erza was now clad in her Heaven's Wheel Armor, which was fully repaired. She flew into the air and, after multiple white flashes, summoned a manifold of magic swords around her.

Erza let out a fearsome yell as she launched her blades at the frozen lizard-men. The swords easily destroyed their rock bodies; however, Erza's blades also compromised the integrity of the stone bridge. Suddenly, with a loud crack, the ice-coated bridge broke apart. Ben, John, and debris of rock and ice then plummeted to the molten lava below.

Erza blinked. "Oops"

Articguana yelped in surprise, but quickly shot another subzero beam at the magma. As a result, an island of fresh, hardened rock was created in the magma pit. The stone cracked where Ben landed, but he was unharmed. A Polar Manzardill was a very durable species.

Erza descended and smoothly landed on Ben's right. "Forgive me. Are you alright?" she inquired.

"No worries." Articguana grinned cheekily. "I'm fine. This form's a lot tougher than it looks."

John fell into the pit with a splash. A couple seconds later, he stood up waist-deep in lava. Naturally, since he practiced in Lava Magic, he was immune to being scorched by the lava. His clothes were unaffected as well since the fabrics were infused with a special magic to prevent them from burning. How else would a Lava Mage wear clothes?

The older Magtartus sibling tightened his fists and shot a dangerous glare at the duo. Waves of orange-colored magic energy irradiated off of him.

"Whoa…he can stand in lava? Didn't see that coming," Articguana remarked.

"I won't let you two insects foil my plans!" John bellowed. "Demons of the pits… destroy them!"

The horde of at least a hundred lava-monsters in the lava quarry ceased their mining and surrounded Ben and Erza. Enraged snarls emanated from their snouts as fire exhaled from their nostrils. The demon's dark crimson eyes were blazing with anger as they honed in on the two.

Erza groaned lightly and felt her body tremble in growing fatigue. With this large number of Magtartus's demons around her, she could feel her magic power being depleted again. Ben saw this and knew he had to do something quick; however, he knew Articguana couldn't freeze this many lava-monsters at once.

"There's so many of them." Erza said.

"Focus, Erza." Ben chided gently. "Remember our strategy: I freeze them and you break them."

"Can you possibly freeze this many demons before my magic is completely drained?" Erza retorted.

The Omnitrix bearer glanced at the horde of lava-lizards surrounding them. They unsheathed their glowing orange talons and were preparing to attack.

"No." He admitted. "But I think I might know something that can." Ben looked at the Omnitrix dial on his chest.

"I've never tried this before," he murmured, "but there's no better time than the present; time to go Ultimate!"

He slapped the Omnitrix and four spikes sprouted from the dial, causing yet another emerald light to consume his body. Standing in the wake of the green flash was a large creature, adorned in a green shell-like armor on its torso, legs, and arms. There were sections of ice on its back and shoulders; the blue ice on its back rose to make a mountain-shaped spike. It had three gray growths dangling from its chin, and its sharp teeth were sticking out of the bottom jaw. However, the big eye-catcher was the two long, green bio-cannons sticking out from its shoulders. The Omnitrix symbol was now positioned at the front of the ice spike on its back.

"Ultimate Articguana!" Ben yelled in a deeper, Hungarian voice.

Erza and John both stared at the large, icy creature in awe and intrigue, the former feeling coming more from John. He took a couple cautious steps back, shocked by the sudden new transformation. He shook off his stupor and shot Erza and the hyper-evolved Polar Manzardill an angry look.

"Change into anything you want, but it still won't help you. My minions," John yelled, "go forth and eviscerate them!"

The demon horde let out earsplitting roars before they all charged at the duo.

Ultimate Articguana narrowed his green eyes. "Why don't you all just chill out!"

Erza groaned. "Now he's making cold puns?'

He lowered his bio-cannons and fired two powerful, whitish-blue beams at the lava-monsters. The demons were instantly turned into igneous rock. Ultimate Articguana shifted his feet to shoot his freeze-rays at the other lizard-men around him. The subzero temperature was so intense it actually froze all of the magma in the pit, trapping John's lower body in rock and causing him to shiver madly. In five seconds flat, Magtartus's legion of lava-lizards were all frozen and turned into rock.

As Ben stopped firing his freeze-ray, a cold mist billowed off the lizard-men statues and the newly formed igneous rock in the pit. Erza's mouth gaped as she looked at Ben with wide eyes. A moment later, she closed her eyes and shook her head, a tiny smile growing on her lips.

"I believe I can say that without a doubt Gray would definitely envy this form." Erza commented.

"Damn straight he would." Ben smirked.

John, meanwhile, was shaking slightly and stared at Ultimate Articguana in awestruck dismay. "I-I-Impossible," he stammered, "he…he froze all of them, even the magma pit itself with just one attack! What sort of monster is this man?"

"My turn," Erza grinned.

Still suited up in her Heaven's Wheel Armor, she jumped up and hovered ten feet in the air. With multiple white flashes, Erza summoned several dozen magical blades around her. With a mighty cry, the redhead fired the swords all around her and shattered every single lava-lizard rock statue with ease.

'No…I can't suffer defeat. Not like my brother did.' John thought. Then, an idea popped into his mind; however, he would need time to pull it off.

Magtartus reached into his suit and placed on his iron glove, and then pulled out several shards of the orange mineral. He had coated some compartments of his business suit with a layer of iron to prevent the rock from draining his own magic power. He tossed the crystals forward and summoned an orange magic circle below him.

Suddenly, the black stone that had trapped him from the waist down was beginning to crack and become molten once more. Without warning, a pillar of lava blasted from the magic circle and encased John within.

Ultimate Articguana and Erza looked over to the enraged form of John Magtartus, who was standing in a column of molten rock.

"He looks mad." Ben noted. "Maybe I should cool him off?"

"One thing you must know about me, Fairy Tail wizards, is that I am not as easy to beat as my pitiful little brother." John outstretched his right arm and aimed at the orange rocks lying on the ground in front of him. As a result, an orange magic seal appeared under them. "Now, arise…Lava Serpent!"

All of a sudden, lava and burning rock erupted from the seal and melted the orange mineral. Once the crystal blended in with the extremely hot elements, the molten rock began to take the shape of an enormous python made completely out of magma. It was so big its long body took up nearly half of the spacious cavern. Its mouth was full or glowing, sharp backward-curving teeth. Streams of fire shot out from the nostrils on its face while its eyes were ruby red. However, the real oddity was its long, skinny arms; its four fingers were equipped with sharp, glowing talons.

Ben and Erza gasped lightly and took a fretful step back, starring at the new beast in slight shock. For Ben, the monster kind of reminded him of Ssserpent, without the lava-skin of course.

"Whoa. A lava snake? That's…actually kinda cool." Ultimate Articguana commented. This earned him an annoyed look from Erza. Ben noticed it and shrugged. "What? It is!"

The lava python picked up its triangular head and honed its deadly red eyes onto its prey, hissing maliciously. Shockingly, it split open its bottom jaw like a real python and fired a dense lava torrent at the duo. Erza made for the air while Ultimate Articguana narrowly dodged the blast. The ground erupted into an inferno as burning rocks and fire were thrown up everywhere.

To avoid being harmed by the extreme heat, Erza re-quipped into her Flame Empress Armor. When she landed, she looked across the cave and glared at Ben with annoyance. "Still think it's cool?" She retorted tartly.

Ultimate Articguana arched a brow. "It's a giant snake made of magma and it shoots lava from its mouth. Of course I still think it's cool!" He called out.

Erza shook her head and groaned, exasperated. Without warning, the wizard in armor felt a wave of weakness wash over her; it was so strong it actually forced her to kneel. She ground her teeth and clenched her eyes closed. It appeared that this lava-snake had the same magic-sapping abilities as the lava-lizards…only it absorbed magic much faster.

"Ugh…BEN! It's absorbing my magic!" Erza cried.

The hyper-evolved Polar Manzardill saw how much pain his partner was in and knew he needed to act fast. The lava-python cocked back its right arm and intended to backhand Ben. Surprisingly, Ultimate Articguana was very agile as he was able to swiftly jump to his right, avoiding the attack.

The giant flaming snake turned and shifted its crimson eyes on Erza, who was still on one knee and clutching her red sword in agony. Seeing an opportunity, it honed in on Erza and slithered across the ground toward her.

Ultimate Articguana growled and ran at speeds one would think a creature his size couldn't reach. He crouched low, shot himself forward, and dived right between Erza and the giant snake.

"Hang on, Erza!" Ultimate Articguana said. "I got this."

The lava-snake split apart its bottom jaw and fired another torrent of molten rock and fire. Ben grinned and aimed his bio-cannons at the incoming attack. "Have a taste of the Triple Freeze!"

The ultimate Polar Manzardill fired ice beams from his cannons and his mouth, which came together to make a super freeze-ray. When the lava and ice collided midway, the former was immediately turned into rock. The cold blasted through the newly formed rock and struck the lava-snake in the mouth. It cried out in agony before the subzero blast traveled throughout its body and eventually turned the giant snake into a statue of igneous rock.

Now that the snake was turned to stone, it could no longer absorb magic energy. Feeling her magic energy steadily rise again, Erza stood up from the ground and leapt in the air. After gathering enough flames on her red sword, the Fairy Queen yelled as she spun around and lashed out with an enormous fire wave. The stone serpent ignited into a humungous blaze, throwing rock fragments in every direction.

Erza came to a landing right by Ultimate Articguana's right side. She glanced over at her partner and smirked slyly. "Still think that it was cool, Ben?" She asked again.

Ultimate Articguana shrugged his massive shoulders. "Meh…not anymore. Talk about anti-climactic."

Meanwhile, John was still standing in the middle of a column of hot, scorching lava; his orange magic seal beneath his feet. The onyx haired man took off the iron glove on his left hand and tossed it aside, where it melted away. He then reached into his inside coat pocket and pulled out a couple orange crystal shards, holding them firmly in both hands.

He began to mutter a complicated incantation under his breath in a bizarre tongue. Magtartus paused when Ultimate Articguana and Erza ran forward, stopping thirty yards in front of him.

"Give it up, Magy!" shouted Ultimate Articguana as he aimed his cryo-cannons at John. "Your supply of that orange rock is gone and we beat all your monster cronies. Face it, you lost!"

Erza pointed her flaming sword straight at their adversary. "I'd listen to him. He knows what he's talking about. Surrender now, you scoundrel!"

John laughed manically, his eyes were glowing orange. "I'm afraid you are greatly misinformed. Mount Infernus is filled with that special mineral. This cavern was only a small pocket! And as for my golems…they were only preludes to what I am about to create!"

Magtartus spread his legs to give himself a wide base and held onto the orange crystals. Ben and Erza saw this and were bemused as to what he was doing.

"Why is he holding those rocks? Won't they drain his magic too?" Ultimate Articguana inquired.

John heard Ben's question and shouted, "If one can focus enough of their own magic power directly into this mineral, it will grant them the full bounty of the magic stored within!"

The orange crystals in John's hand illuminated brightly for a moment until they broke apart. All of the magic that was stored inside the rock had been transferred into Magtartus's body, making him shine brighter and the heat radiating off of him even more intense.

Erza took a cautious step back, holding her sword in front of her. "What's happening?" She said with wide eyes. "The heat coming off him is staggering. He feels as hot as a volcano."

Ultimate Articguana stepped back beside her, he too felt apprehensive over what was transpiring. This definitely didn't look good at all. "And it looks like Mount Magy is about to erupt." He quipped.

John interlocked his hands and muttered a short incantation. "King of the molten depths…awaken…come forth from the pits of hell, and merge with me!" The ground began to shake as the lava pillar engulfing Magtartus grew larger and became even hotter.

"What the hell is that lunatic doing?" Ben shouted.

Magtartus shot Ben and Erza a sinister smile, his eyes were burning with power and sadistic glee. "Now, Fairy Tail scum, get ready to face your doom. ARISE LAVAZILLA!"

Suddenly, the cavern was engulfed in bright, orange light and extreme heat. Instinctively, Ultimate Articguana fired his bio-cannons to create a thick wall of ice in front of him and Erza, shielding them from the eruption of heat. The ground began to shake even more, causing parts of the ceiling to collapse.

A moment later, the intense brightness finally died down. However, when the Omnitrix bearer and Fairy Queen saw what was in Magtartus's place, expressions of shock and horror crossed their faces.

Standing before them was a sixty-foot-tall monster that strongly resembled a bipedal lizard with a humped back, but its body was comprised of lava and burning rocks. Its upper body was broad, its arms were big, and it had long sharp claws on its hands. Backward-curved flaming rock spikes stretched down its back and ended at its long reptilian tail. On its shoulders were two volcanic vents that shot out reddish-orange flames. Its feet were three-toed and had talons like a chicken's foot. Red flames were exhaled out from the nostrils at the end of its snout. Its eyes were shining a menacing crimson.

Shockingly, the cave was able to contain the lava-titan, but just barely.

If Ben and Erza had to guess, John's body was probably located inside the creature's chest. He had full control of the giant and could see, hear, and feel everything it could. The beast looked down at a dumbfounded Ben and Erza, opening its mouth where they could see a multitude of sharp teeth and the crimson fire blazing inside.

"Now, Fairy Tail insects…feast your eyes upon… Lavazilla, the King of the Infernus Pits, and the bringer…of your destruction!" John's thundered; the creature's mouth didn't move when it talked. Magtartus's own voice was mixed in with a demonic, baritone voice.

It threw up its arms and let out a thunderous roar that shook the cave and caused sections of the ceiling to fall; thankfully, for Ben and Erza, the cavern didn't collapse entirely. The ice wall that Ben had formed earlier instantly melted from the heat produced by the beast known as Lavazilla.

Ultimate Articguana and Erza stepped back and continued to stare in astonishment at the molten monster. Ben was the first to snap out of the trance. He had seen many weird things throughout his hero carrier and had taken down many tough opponents, meaning he could recover quickly from shock. Although, of all the things that he came across that shocked him, this thing had to be in the top ten at least.

"Lavazilla?" The Omnitrix bearer repeated. "Okay, I gotta admit…that's pretty bad-ass."

Erza didn't respond as she stared up at the flaming lizard-monster in stupor. The heat and magical energy coursing off of this beast was astounding; nevertheless, Erza snapped back to normal and held her sword high. She had faced down against the demon flute monster, Lullaby, and come out victorious. True she'd had Natsu and Gray to help her, but having a powerful person like Ben at her side did give her confidence.

Suddenly, Erza cried out as she felt exhaustion hit her like a freight train. Her body shined gold as her Flame Empress Armor disappeared and was replaced by her normal Heart Kreuz attire. A sheen of sweat raced down her face and her eyelids were getting heavier.

"ERZA!" Ultimate Articguana exclaimed, panicked.

"I…my power…it's being drain…m-much faster." Erza said weakly. "Ben…it's up to…you."

She fell to the ground face-forward, unconscious.

"ERZA!" Seeing that she was down, Ben turned to Lavazilla/Magtartus and glared indignantly.

Usually Ben would've made some insult or quip to his enemy, but after seeing his partner go down he was now completely serious. Ultimate Articguana stood in front of her protectively and fired ice beams from his cannons and mouth. Like before, the rays came together to form a bigger one.

Lavazilla/Magtartus held up its right arm to block the freeze-ray, but his arm was still cooled to the point of stone. The cold began to travel up its arms until it reached its shoulder; at that point, Ultimate Articguana thought he could just freeze him easily, but he was wrong.

The ice that had formed was quickly melted away as the flames on the creature's arm intensified.

"Pathetic imbecile!" Lavazilla/Magtartus roared. "You cannot defeat the Great Lava King with mere ice."

The lava-titan held up its right hand and summoned an orange magic circle. A barrage of magma spheres fired from the seal. With his impressive agility, Ultimate Articguana dodged to the side to avoid the molten projectiles. Lavazilla/Magtartus's right hand followed Ben, continuing to shoot more molten balls at him; nonetheless, the hyper-evolved Polar Manzardill successfully eluded the attacks and ran all around the giant demon.

"We'll see about that." Ultimate Articguana muttered.

Ben crouched low and dived forward to avoid a magma sphere. The explosion accelerated the Omnitrix bearer forward. Ultimate Articguana landed behind the lava-giant, sliding on the ground a few meters. He exhaled a bluish-white ray at the monster's back, instantly coating it in ice.

Lavazilla/Magtartus lifted up his long tail and swiped at Ben, but the Ultimate Alien quickly jumped over the tail. The lizard-demon turned toward Ben and fired another bombardment of magma spheres from its magic circle. Ultimate Articguana dived to his right, the ground where he once stood erupted into a series of explosions.

The hyper-evolved Polar Manzardill aimed his cryo-cannons at the ground and fired. He created a thick pathway of ice, which he then used to skateboard on. Lavazilla/Magtartus turned its gaze to Ben and shot a torrent of fire from its palms. Ultimate Articguana outmaneuvered the attack as he skated remarkably fast on his own ice.

The Omnitrix wielder circled around the lava tyrant, dodging all the magma and fire projectiles it shot at him with impressive agility and skills. This made Lavazilla/Magtartus growl furiously. "You are only delaying the inevitable, boy! Be a man and face your doom!"

Lavazilla/Magtartus concentrated and drastically increased the heat of the ground in front of Ultimate Articguana, which promptly turned into a magma pit. Ben's eyes narrowed in determination as he leapt into the air and fired an icy blast from his mouth at the pit. The molten rock was instantly changed back to stone from the freezing cold.

When Ultimate Articguana landed, he turned and looked up at Lavazilla/Magtartus with anger and aggravation. "'Face your doom?' You sure got the whole super-villain thing working out for yah." Ben paused and trained his cannons on his enemy. "And by the way, I'm eighteen you jerk!"

Lavazilla/Magtartus snarled. It opened its mouth wide and fired a powerful red beam of lava and fire upon Ben. Ultimate Articguana shot freeze-rays from his cannons and mouth, which came together to make a larger beam. When the two elemental forces collided, an accumulation of steam was produced.

A moment passed and the giant lava-lizard and the hyper-evolved alien continued to shoot their respective attacks; neither one was gaining ground. Both were locked in a stalemate. Ultimate Articguana could see that he was getting nowhere; nevertheless, that didn't deter him. Despite the strain, Ben inputted more power into his beams.

The cryo-rays began to push forward against the blazing breath attack. Suddenly, the lava began to harden into stone as the cold raced upward. The bluish-white beam finally blasted through and struck Lavazilla/Magtartus in the snout, causing him to stumble back.

"AGH!" The lava-based titan cried out. "Insect! You dare!"

"Oh cry me a river, lizard face." Ben mocked.

Ultimate Articguana breathed deep and exhaled a subzero ray at Lavazilla/Magtartus's feet. The result was his three-toed, reptilian feet and the surrounding area being covered in an ice chunk.

Ben smirked. "I learned that move from Gray." The teen hero closed his eyes as he took in a deep breath.

'Okay…I've got to put everything I got into this blast.' He thought. 'Not just for those townspeople, but for Erza's sake too.'

The Ultimate Alien dug deep into his reserves and discharged a massive torrent of icy blue energy from his mouth and cannons. The super freeze-ray landed a direct hit on the monster's chest. Lavazilla/Magtartus was about to melt it; however, the ice grew too rapidly around him before he could act.

Amazingly, in less than a few seconds, the giant was now entrapped with a large iceberg. The magma in the cave had all been turned to stone as an icy mist wafted off the rocks.

Ultimate Articguana stopped and lowered his head, panting heavily. That blast had taken a lot out of him. After taking a short moment to catch his breath, Ben turned and ran toward Erza. She was still lying face-down on the ground, breathing lightly.

The teen hero skidded to a halt in front of her. He reached up with his front right leg and tapped the Omnitrix dial on his spiked back. In a flash of green, Ultimate Articguana transformed back to Articguana, and then back to Ben.

He flipped Erza onto her back and got in front of her. He placed his left hand behind her head and his right arm on the middle of her back, gently helping her sit up.

"Erza!" Ben said, concern and anxiety dominating his voice. Her eyes were still closed and she was barely breathing. "Erza…please…wake up."

'Please…' Ben thought, distressed. 'No…not again…please just…not again!'

A soft groan came from Erza as her eyes began to flutter open. When her brown eyes opened halfway, Ben felt his breath hitch in his throat while his green eyes widened. In Erza's place, he saw a raven haired girl lying in his arms; she was cut and bruised very badly. She looked at him with warm brown eyes, despite the agony she was experiencing.

When Erza's eyes opened fully, the first thing she saw was Ben. He had his right arm wrapped around her back and his left hand behind her head. The redheaded warrior couldn't suppress the crimson blush on her cheeks.

It was then she noticed that Ben was staring at her; however, it looked like he was locked in a trance. Erza then took note of the distraught expression on his face. It was like back at the hotel last night.

"Ben?" She said.

Ben blinked. The image that he saw vanished and was replaced by a concerned Erza.

"Oh…um…Erza, are you okay?" Ben stuttered, snapping out of his daze.

Erza arched a brow, confused. "Uh…yes." She sat up more. "I can…feel my magic coming back again…it's a little slower this time though." She then looked back to Ben and asked, "Are you alright, Ben?"

Ben smiled; although, Erza could tell it was forced. "Yeah…don't worry. I'll be okay."

Erza would've asked what was really wrong with him until she heard a crack. She turned her head and her eyes widened comically when she noticed the giant ice chunk with Lavazilla/Magtartus trapped inside.

"Good work, Ben." Erza complimented. "The ice must be shielding me from that thing's magic-absorption abilities."

Suddenly, a loud crack echoed throughout the cavern. Ben and Erza then saw a few cracks forming in the iceberg, tiny traces of steam were billowing out.

"That won't hold him for long." Ben said grimly.

Erza was about to respond until she noticed something: Ben still had his hand behind her head and his other arm around her back. This caused a tint of pink to flush on her cheeks.

"Um…Ben…you're still holding me." Erza said, slightly nervous.

Ben looked back at her and realized she was right. He pulled his arms away swiftly with a light blush. "Sorry!" He exclaimed, flustered. The Omnitrix bearer then stood up and held out his hand. "Uh…need a hand?"

Erza took his hand and Ben pulled her back to her feet. Her knees were a little wobbly, but the trained warrior soon gathered the strength to stand. Their attention returned to the ice chunk, which was cracking apart faster.

"This is not good." Erza dreaded. "When that thing breaks free, it'll absorb my magic again."

"And I bet it won't be too happy about me turning him into a popsicle." Ben noted.

Ben's brows furrowed as he contemplated on a possible solution. A short moment later, an idea hit him like a ton of bricks.

"I have an idea." Ben proclaimed, turning to Erza. "But for it to work, I need you to re-quip into your strongest armor. Can you do that?"

"I – I think so, but…what are you planning?" Erza asked.

Ben smirked. "Something awesome"

Erza looked away and took a deep breath. She then closed her eyes and focused on her powers. "Re-quip!" She yelled.

Her body was shrouded in golden-white light and her armor disappeared, instantly replaced by a different one.

The armor was mostly pink and intricately designed. Her breastplate was pink and sported two wing-shaped decorations on her collar. Her gauntlets completely enveloped her arms and featured prominent feather-shaped decorations pointing backwards in correspondence to her wrists. The waist-guard was made up of pink plates attached to the breastplate, surrounded by a thin belt around Erza's waist, and had a short, pinkish-white skirt underneath covering her upper thighs. Her greaves reached up to the center of her bare thighs and possessed feather-like ornaments protruding from the upper edges of her greaves and the lower edges of her knee guards, which had similar motifs carved on them. The armor was complemented by a large tiara adorning Erza's head, with feather-shaped protrusions jutting out horizontally, and a large pinkish-white cape. Her hair was styled into a pair of braids that flowed down from the back of her head. In her hands was a pair of swords; both had a white and pink wing-shaped cross guard and a black and white blade.

Ben blinked twice at Erza's suit, which he had never seen before. To him, it looked rather peculiar, but he knew he had no room to talk. Nearly everything he turned into was strange looking.

"Whoa," Ben said in slight awe, "what do you call this armor?"

"This is Armadura Fairy." Erza answered. "It is my strongest armor. It represents the pride I have in being a member of Fairy Tail."

"Cool, but I think I can make it better." Ben grinned as he activated the Omnitrix. He scrolled through the holo-wheel until he found the icon he wanted and pressed it.

'Never thought I'd actually use this guy here in this crazy magic world, but I'm glad I was wrong.' Ben thought before he slammed down the dial.

In the wake of the green light was a black and green humanoid looking being that stood six-foot- tall. The front of its arms, its neck and head, and back were all black and covered in green circuitry-like lines while the front side of its body was white. It had no face or mouth, just a single green circle. The Omnitrix symbol was on his chest, and the Fairy Tail mark was stamped on his left shoulder in green.

"Upgrade" Ben shouted in his voice, only more metallic.

Erza stared at the black and green, blob-like alien peculiarly. She had been introduced to yet another transformation she had never seen. Before the redhead could comment, the sounds of the iceberg cracking caught their attention. They both turned to see that Lavazilla/Magtartus was glowing red and even more steam was pouring out from the expanding cracks in the ice. There wasn't much time before he busted out.

"Can this form help us stop that thing?" Erza asked, readying her twin blades.

Upgrade looked at her. "Yeah, but more specifically, it's gonna help you."

Erza looked at Upgrade, lifting a brow in confusion. "What do you mean?"

"Erza, do you trust me?" inquired Ben, ignoring her question.

The scarlet haired warrior stared at Ben with a thoughtful expression. A moment later, she nodded in response. "I do."

If Ben could, he'd be smiling right now. "Good. Then hold still and…uh…please don't freak out." Upgrade advised.

The Galvanic Mechamorph stepped forward and, surprisingly, enveloped Erza with a tight hug; much to her embarrassment. All of a sudden, Upgrade's body became more blob-like and began to ooze all over her body. Erza indeed began to panic until something incredible happened; Upgrade began to amalgamate with and reshape her armor!

A short moment later, Erza's Armadura Fairy had a new look. The breastplate, waist-guards, arm gauntlets and boots were tar black with green lines. Her mid-thigh length skirt was lime green. The cape on her back had reformatted into metal and taken the shape of a pair of green, fairy-like wings. A small, rectangular jetpack was positioned on her back in-between the wings. Mounted on her forearms' gauntlets was a pair of small, onyx energy cannons. On her head was a black helmet with green feather-shaped protrusions of her tiara sticking out on the sides and in front of her eyes was a lime green visor. The blades on her twin swords were black while the blade's edges, wing-shaped cross guards, and grips were green. The Omnitrix dial was on a green belt around her torso plate.

Erza gawked and examined her armor's new appearance in amazement. "What…is this?" She uttered.

Suddenly, Upgrade's head oozed out from Erza's left shoulder plate. "WHA…BEN!" She yelped in shock, feeling a couple sweat drops race down her face. "W-w-what did you do?"

"I merged with your armor and enhanced its abilities by tenfold." Upgrade explained. "As Upgrade, I can merge with machinery and make it better. I wasn't sure if I could merge with your armor to be honest…but I'm glad I was right."

Erza didn't respond immediately as she stared at Upgrade's head in awe. Yet again, Ben Tennyson had managed to impress and surprise her.

But then, another thought occurred to the redhead. "What if it tries to absorb my magic again?"

If Upgrade could, he'd be smirking smugly. "Don't worry. I'll protect you from that. You just focus on bringing the pain."

Cracking noises echoed throughout the cavern again. Erza and Upgrade turned their heads to see a spider-web of cracks across the ice chunk as steam and water poured out of them. Suddenly, the ice shattered into pieces and Lavazilla/Magtartus was free.

"RAAAGGHH!" The monster roared violently while the crimson flames around its body intensified. "YOU WILL SUFFER DEARLY FOR YOUR INSOLENCE!"

Erza got in a battle stance as she and Upgrade both glared at the flaming lizard-monster.

"Geez, this guy is really annoying." Upgrade remarked.

"I agree." Erza replied dryly.

The Galvanic Mechamorph turned his blobby head to Erza. "I say we kick this guy's ass!" He said eagerly.

Erza smirked slyly. "I'm beginning to really like you, Ben."

"Same here, Erza" Upgrade's head then sunk back into her armor.

The giant lizard-monster's face twisted into a scowl. "You dare speak of the Great Lava King with such impertinence?! You shall burn!"

Lavazilla/Magtartus formed a large magma ball in his hand and threw it straight at them. The Upgraded Titania crouched low and launched herself up, avoiding the attack. Ben spread out her black fairy-like wings and activated the jetpack on her back, which shot out green after-burn and blasted her forward. Erza was surprised for a second when she realized she could fly, but it immediately passed and was replaced with a satisfied smirk.

'I could get used to this.' Erza thought.

The lava-titan summoned a magic seal in front of him and a fusillade of magma balls shot out. With amazing speed and aerobatics, Upgraded Erza easily outmaneuvered the molten projectiles. As she concentrated on her enhanced suit's abilities, green lightning began to sizzle around her ebony twin blades.

Erza flew closer to the lava behemoth and let out a battle cry as she swiped her right and then her left sword, both discharged emerald energy waves. The energy attacks left a deep cut across Lavazilla/Magtartus's snout and chest. The giant threw up its head and roared in pain.

Erza blinked and smiled. 'I like this even more.'

"AARRGH! I WILL MELT YOU BOTH!" Lavazilla/Magtartus bellowed.

In a fit of rage, it exhaled a huge lava torrent at the merged Fairy Tail mages. However, Upgraded Erza put more power into her jetpack and doubled her speed. The black and green armored warrior skillfully eluded the stream of molten rock being fired at her. She increased her altitude until she was nearly touching the cavern's ceiling and where she could look down at the lava-titan.

Upgrade's head popped out from Erza's left shoulder, causing her to yelp again. "Try the energy cannons on your arms." He offered.

Erza cocked a brow, and then turned to look at the small cannons mounted on her forearms. She pointed her blades down and stretched out her arms. After giving a mental command, the black cannons discharged a salvo of emerald energy blasts. The projectiles struck the beast from head-to-toe, penetrating his lava-skin and leaving many holes for magma to seep out.

"RAAAGGGGHHH!" Lavazilla/Magtartus roared in pain.

Upgraded Erza descended and accelerated. She circled around the lava beast and unleashed another onslaught of energy blasts. The projectiles caused significant damage by ripping apart its molten rock hide. Lavazilla/Magtartus attempted to swipe her down with his giant tail and his arms, but Erza ducked and dodged the attacks.

As she kept out of his range, Lavazilla/Magtartus growled in fury. "GRRR! I HAVE HAD ENOUGH OF THESE GAMES!" All of a sudden, lava burst from the ground and surrounded the beast. The power around him began to increase dramatically. "Face my wrath, you flies, as I melt you into oblivion!"

Lavazilla/Magtartus summoned a couple magic circles in front of his hands. Two torrents of lava shot out from the seal and came together to form an even bigger blast. Erza's eyes widened, there was no way she should dodge that.

"Erza!" Upgrade said; the green lines on her enhanced Armadura Fairy pulsed each time he spoke. "Cross your swords in front of you!"

Without argument, the Upgraded Titania crossed her blades; as a result, green lightning sparkled out and formed an emerald energy bubble around her. To Erza's amazement, the lava went around the bubble and kept her shielded from the extreme heat.

Lava continued to shoot out from the seal, which drenched the entire cave with the molten substance. A moment later, after the attack had ran its course; Lavazilla/Magtartus grinned sadistically and began to chuckle manically. There was no way his enemy could've survived that much lava and heat.

As the smoke cloud cleared, Lavazilla/Magtartus's crimson eyes widened exponentially when he saw that Upgraded Erza was hovering in the air unharmed, inside a green bubble.

"WHAT?! IMPOSSIBLE!" Lavazilla/Magtartus shouted incredulously.

"Nothing is impossible for a member of Fairy Tail." Erza countered.

"And a superhero like Ben 10." Upgrade added.

Upgraded Erza accelerated towards the giant, lava-skinned lizard again. Lavazilla/Magtartus shot magma balls from his hands, but the newly improved wizard in armor amazingly dodged in-between every projectile that came her way. When she got close enough, Upgraded Erza charged her twin blades with green electricity and slashed several times toward Lavazilla/Magtartus.

Several green energy waves struck her target, ripping into its molten hide and causing it a lot of pain. The humongous lizard roared violently and fired a stream of lava from its mouth. Upgraded Erza circled around the beast with the molten rock on her tail. She increased her speed even more to the point where she became a black blur with a green light wake.

Lavazilla/Magtartus looked in every direction, frantically trying to get a hit; however, his opponent was too fast. Upgraded Erza reappeared in front of the beast's reptilian snout and fired a volley of energy blasts from her cannons at its eyes and head.

"ARRGGGHH!" The giant roared in pain, covering its eyes from the onslaught.

Lavazilla/Magtartus clenched his fists and snarled angrily. "I, the Great Lava King, will not lose to a couple pests!"

"Man, this guy is so full of himself." Upgrade commented, exasperated.

"Let's take him down a few notches!" Erza replied determinedly.

Upgraded Erza flew toward the lava-giant and unleashed another round of energy slashes. Suddenly, before the attacks hit their target, a column of magma erupted from the ground beneath Lavazilla/Magtartus. Erza was taken by surprise and blown backwards.

She careened uncontrollably until she smashed into a wall; both she and Upgrade painfully grunted from the impact. Erza peeled off the rock and landed on her feet. Upgrade's head popped from her shoulder joint again and, along with Erza, looked at their enemy.

The heat in the room was becoming unbearable as the rocks began to become molten. The cave shook as a pillar of lava exploded from the ground beneath Lavazilla/Magtartus. Erza's eyes widened from the sheer amount of heat and energy coursing around the giant lizard.

"What's going on? Why's lizard face getting hotter?" Upgrade asked.

"I will not lose to you foolish children! To ensure my victory, I will bring life back into Mount Infernus." Lavazilla declared.

Erza and Upgrade's eyes, or circle in the latter's case, widened in shock.

"Is he serious?!" the Galvanic Mechamorph said.

The Fairy Queen glowered at the lizard-titan. "If you activate this volcano, then all the people in Peony will die!"

"It is none of my concern of who gets killed along with you two." Lavazilla/Magtartus scoffed. "As long as I win, I don't care."

Erza clenched her teeth in fury. This monster was would kill so many innocents without hesitation just to defeat her and Ben. It was people like him that made her sick. Erza wasn't the only one who felt that way though.

"We're not gonna let you win!" Upgrade exclaimed angrily. "You hear me, lava breath? You're going down!"

"DO NOT TALK DOWN TO ME, INSECT!" Lavazilla/Magtartus extended a hand and fired an incredible jet of lava.

Upgraded Erza activated her jetpack and flew high to avoid the blast, and hovered in the air for a moment. The situation had just gotten worse. If they didn't do something fast, then Mount Infernus would be reactivated and Peony and the surrounding landscape would be flooded with lava and choked with volcanic gas. Everything and everyone would die.

"Erza, bring your two swords together! I have an idea!" Upgrade shouted.

The re-quip mage complied with her partner's request and put her swords together. All of a sudden, the two weapons were shrouded in emerald light and forced Erza to close her eyes. Strangely though, she could feel her swords become soft and blob-like.

When the light dissipated, in her right hand was a ten-foot-long, green glowing sword with a black grip and cross guard. Erza was surprisingly able to hold it with ease. She examined the blade with slight awe, and then turned a hard gaze to Lavazilla/Magtartus.

"Very impressive," she said, "let's end this."

Upgraded Erza shot forward like a rocket, her long, green sword was cocked back to its zenith. Emerald lightning began to crackle on the blade as it gathered large amounts of energy.

Lavazilla/Magtartus hissed angrily and brought his hands together. As a result, he shot a humungous blast of magma straight toward the shape-shifter and re-quip wizard. Without warning, the energy that was being accumulated around Erza's blade expanded out and formed a protective green energy bubble around her.

The pillar of molten rock smoothly flowed around the bubble, which shocked the Lava King.

"WHAT?! No! This cannot be. I am the Great Lava King! I CANNOT LOSE!" The beast bellowed frantically.

"You're just a wimp hiding inside a monster. YOU'RE NO KING!" Upgrade snapped.

"You are a despicable fiend who kills for power and satisfaction. YOU'RE PATHETIC!" Erza added fiercely.

Lavazilla/Magtartus's eyes widened further as Upgraded Erza's speed increased as well as the energy around her blade. The emerald lightning accruing became so extreme it was just as bright as the sun.

"NOOOOOO!" The lizard-monster cried out.

Upgraded Erza let out a mighty battle cry as she broke through the lava attack and diagonally slashed her sword across the beast's torso; thus, unleashing the tremendous amount of energy her sword had gathered.

…

The townsfolk of Peony were still on edge after the last demon attack two hours earlier. As they went along with their business, the earth began to slightly shake. It was enough for people eating at restaurants to notice their tables rattle and waves to form in their drinks. Citizens outside could also feel the tremor.

Suddenly, an audible boom thundered across the land, startling everyone in the port town. Any person who was outside turned their heads in the direction of the earsplitting noise. A black smoke cloud was billowing out from the top of the massive stratovolcano known as Mount Infernus. Green lightning lashed out from the ash cloud in random arcs. Hurdling high at the peak of the cloud was an orange object.

Some people gazed in confusion while others, mainly the residents of the town, gasped in horror from the fear that Mount Infernus had finally awakened. The townspeople began to mingle and question each other over what was happening.

Meanwhile, at the top of the smoke cloud, the remains of a giant, bipedal lizard comprised of magma was being hurdled high into the atmosphere. The fiery skin of the beast soon turned black and hardened into rock, which crumbled away into tiny fragments.

When the rock lizard had completely broken apart, flying through the air was a black haired man wearing a shredded business suit. John Magtartus let out a scream of terror as he ascended higher with a trail of smoke behind him. After reaching several thousand feet, high into the clouds, John lost his velocity and gravity took over.

John's terrified scream was amplified when he realized he was now plummeting to the ground below. He could shoot a pillar of lava to act as a thruster to lessen his speed; however, his magic power had been exhausted. As the seconds went by, the ground grew closer and closer while John's cry grew louder.

The power-hungry Lava Mage closed his eyes, awaiting death. But just ten feet before he smacked into the side of Mount Infernus, a black and green blur soared by and swooped John up. The ebony haired man was trembling and his eyes were clenched shut. When he realized he hadn't gone splat, he timidly opened his black eyes to see he was flying.

John look up to see Erza, still clad in her enhanced Armadura Fairy armor. She glanced down at John with a dark, scary look that made him very uneasy.

"You lose." She said venomously.

Trepidation was etched into John's expression from both the near-death experience and Erza's death glare. Eventually, John groaned and his body became limp as he passed out.

"YEAH!" Upgrade cheered. "Team Ben and Erza: one. Magtartus: ZERO. We rock!"

"Indeed we do." Erza said with a smile, but it soon turned into a neutral frown. "But were those quips you made earlier really necessary?"

"I'm a superhero. It's part of the job." Ben retorted.

…

A crowd of townsfolk had gathered in the courtyard in front of city hall. Some were demanding answers to what caused the mysterious explosion and the tremor while others were apprehensive that Infernus was about to erupt.

On top of a flight of granite stairs that led to the extravagant building's entrance, Mayor Cryoson stood on a podium to address his citizens.

"People, people, please calm down." The mayor commanded. "I assure you that the city has the situation under control."

This didn't alleviate the crowd's unease one bit; people began to chatter with one another all over the crowd.

"Under control?!" A man shouted incredulously.

"Lava demons have been attacking this town for weeks!" Another yelled.

"They've been ripping fissures all across our town and burning everything in sight! How is that keeping things under control?" An angry citizen demanded.

"We have to get outta here! Mount Infernus is finally gonna blow!" One man cried fearfully.

"I knew living in a town built right next to a volcano was a bad idea." Someone noted. "But would my wife listen to me? NO!"

Cryoson continued, "People of Peony, I promise you Infernus is not erupting. It has been dormant for centuries and it will stay that way centuries more. I'm sure there's a logical explanation for that explosion."

'No doubt it was those two Fairy Tail wizards.' Cryoson thought. He inwardly sighed. 'Guess all those rumors of them causing nothing but destruction were true after all.'

Before the crowd turned into a mad mob, a mechanical noise filled everyone's ears, but it was unlike any machine the townsfolk had heard before. They looked around in confusion, wondering what could be causing the strange anomaly.

All of a sudden, a figure appeared from the sky and smoothly landed ten yards on Mayor Cryoson's left side. Eyes bulged open and gasp were elicited from the mass of people. Standing there was a young redheaded woman, adorned in a bizarre black armored suit with glowing green lines. Draped over her right shoulder was an onyx haired man who had many cuts, bruises, and was charred from head-to-toe. His grey business suit was shredded and barely holding together.

Cryoson blinked, dumbfounded. But then, the spiked-crimson haired man recognized the face behind the green visor. "Miss Titania? Is that you?"

Upgraded Erza glanced at the mayor and nodded. "Yes, Mayor Cryoson."

Upgrade's head oozed out from Erza's shoulder plate, causing Cryoson to jump back in shock. "Why does everyone look so panicked?"

After a short moment, Cryoson composed himself, and acknowledged, "They're all wondering what caused that explosion from Mount Infernus. They're scared that it's finally going to erupt."

Erza smirked. "No need to worry, mayor." The improved Titania stepped forward to the mob, and announced, "People of Peony, the creatures that have been terrorizing your town has been vanquished!"

The townspeople were silent for a moment. Then, their previous apprehension instantly vanished as they broke out into a thunderous applause.

Mayor Cryoson looked back at Upgraded Erza with wide-eyes. "You…destroyed them all?" He inquired.

Erza nodded. "Yes." She then lifted an unconscious John off her shoulder and held him by the back of his shirt. "And we have the true culprit behind the attacks on your town."

Cryoson's eyes narrowed in contempt. "Magtartus"

"You know him?" Upgrade asked.

The crimson haired man was still a bit nervous of the talking blob head, but he shook off his uneasiness. "Yes. For years, he and his family have been nothing but trouble for this town. I should've suspected he would be the cause of all this."

Erza explained what happened in the pits of Infernus and what Magtartus had been planning for the past month. Magtartus had stumbled across an unknown mineral that could absorb and store magic within itself, and used it to create the lava-demons. He used the demons to wreak havoc so that the town would eventually call upon wizards for aid. Then, he would use the mineral to absorb their magic.

However, she left the part out about Magtartus trying to drain the Peony Heart. If the public knew that the Peony Heart's source of power was ethernano crystals, Dark Guilds from across the land might gather and seek to steal the mineral for themselves. Ben agreed with Erza's logic; it was for the best if the people didn't know.

Eventually, a group of guards came up and took the unconscious Magtartus away to jail, where he would undoubtedly be staying for a while. Upgrade oozed off of Erza, leaving her in her original Armadura Fairy outfit. In a flash of gold, she re-quipped back to her Heart Kreuz armor.

She looked up at Upgrade and smiled appreciatively. "Thank you, Ben. I knew I could trust you."

"How could you not trust this face?" Upgrade inquired.

Erza blinked at Upgrade's face, which was only a green circle.

The Galvanic Mechamorph soon realized what he said and chuckled. "Oh…hee-hee…never mind."

He tapped the Omnitrix dial and, in a flash of green, transformed back to Ben; much to the shock of the townsfolk.

"Erza Scarlet and Ben Tennyson," Cryoson spoke, bringing their attention back to the crowd. "On behalf of Peony, I give you our sincere thanks and gratitude."

Once more, the exhilarated townspeople cheered loudly once more for the two Fairy Tail wizards. Ben couldn't help but smile. A couple years ago, he would've let this sort of attention get to his head; thankfully, he had matured and knew better now. Though that didn't mean he did not like being appreciated.

'Wow!' Cryoson thought. 'They actually did it. They defeated those demons! And they did it without destroying anything. I guess all those rumors of Fairy Tail causing nothing but reckless destruction were exaggerated.'

All of a sudden, a small tremor shook the ground while the sounds of tumbling rock could be heard in the distance. The crowd's elated mood vanished as they looked around in bewilderment.

"Now what?" Cryoson exasperated.

"LOOK! UP THERE!" A citizen pointed.

Everyone turned their heads west, in the direction of the massive stratovolcano known as Mount Infernus. An ebony cloud with a hint of green was still billowing out from the volcano's peak. Every side of the mountain top was scarred with an assortment of charred, black cracks.

Shockingly, Mount Infernus broke apart and began to collapse in on itself. The ground shook as thousands of tons of rocky debris began to tumble away down the mountain side. A giant dust cloud was thrown up in the atmosphere and formed a mushroom cloud over the landscape. After several moments, the shaking had stopped.

When the dust cleared a few moments later, everyone gasped in shock and disbelief. The famous volcano that used to tower over the lands had crumbled away; it was barely noticeable over the forest slopes. Mount Infernus was nothing more than a massive mound of shattered rocks and debris.

"WHOA!" Ben gasped, dumbfounded. "Did…we do that?"

Erza was just as shocked as Ben. "Your Upgrade form must've made the Armadura Fairy far more powerful than anticipated." She said, surprised.

Cryoson's jaw was ready to fall off while his eyes and face had turned white. 'T-t-those two…d-destroyed…an entire…volcano…the rumors were true.'

Ben looked back at the mayor and smiled awkwardly. "So," he rubbed his neck sheepishly, "do we still get paid?"

The mayor of Peony fainted and fell back.

…

A couple hours later, Ben eased himself into a pool of hot water, not hot enough to burn his skin though. Currently, he was in the men's spa room, a large, white tiled room and in the center was a circular pool that had a diameter of twenty feet and a depth of four feet. He could barely see three feet in front of him thanks to the thick, steam clouds wafting off the hot water.

The shape-shifting hero let out a satisfied sigh as he sat in the relaxing, warm waters. Besides Ben, there was no one else in the room, but that didn't bother him. After all the fighting and pain he had gone through fighting John Magtartus and his lava-demons, he definitely needed some time to unwind and relax.

He closed his eyes and reminisced on what happened after Mount Infernus had collapsed. When the mayor had regained consciousness, he had generously paid Ben and Erza their ten-million Jewel reward, despite the destruction that had befallen Mount Infernus. To show his true appreciation, he had also given the duo an eighty percent discount to the Peony Hot Springs; a well-renowned spa center known throughout the Kingdom of Fiore.

Ben was a little unsure, but once he saw how excited Erza was, he decided to go along anyways. After all, it was only a trip to the spa. What was the worst that could happen?

Meanwhile, on the other side of the facility, Erza Scarlet stepped out from the women's locker room and into the hallway. She wore nothing but a white towel, which ended at her mid-thighs and showed off her voluptuous body. The re-quip mage sauntered down the white corridor to where she presumed was the spa area.

'Today has been quite a day.' Erza thought with a smile. 'After everything's that happened I believe a little relaxation is in order.'

However, Erza's good mood vanished when a couple men with towels wrapped around their waists walked down the hallway. The second their eyes spotted Erza, they grinned confidently and stopped right in front of her.

"Well…hello, gorgeous." The first man said. He was six-foot-tall, had unkempt blonde hair, and piercing blue eyes. His body build was about average.

Erza frowned, now irked. "You're blocking my way. Move"

"Now hold on there, babe." The second man appeased. He was five-foot-eleven, his raven hair was cut short, and his eyes were greyish-black. His body type was a bit buffer than his blonde friend. "Why the rush? If you're looking to relax maybe you should come with me."

"Better yet, if you come with me, I could take away all your stress." The blonde man offered with a sly smirk.

Erza clenched her fists in vexation. Then, she smiled mischievously. "Very well, gentlemen; if you wish to relieve me of my stress, I'll be more than happy to oblige you." She then cracked her knuckles.

Back in the men's spa, Ben was sitting down chest deep in the warm waters, leaning up against the pool's side. His eyes were closed, his hands were behind his head, and he had a satisfied smile on his face. Ben had to concede, though he wasn't so sure about going to a spa, he was happy that he had come. He let out a content sigh as the heat and steam washed away all the aches and stress.

Suddenly, Ben heard a couple faint thuds emanate from outside the room. He opened an eye and turned his head toward the door, not that he could see it since the steam fogged his vision. After a moment of silence, he shrugged and passed it off for nothing.

Back outside, Erza was ambling down the hallway with a pleased smile. "Thank you, gentlemen" She said. "I feel much better now."

Behind her, the two men were lying on the floor. The blonde haired man had a swollen black eye and was unconscious. The raven haired man was clutching his stomach where Erza had punched him, writhing in pain while doing so.

A staff member for the facility rounded a corner and walked into the hall. He was average height, had short red hair, and wore a white shirt and pants. He was carrying a load of neatly folded, white towels. He paused when he saw the two men lying on the floor. He then noticed a very attractive redheaded woman walking away.

He sighed in annoyance, realizing what had transpired. "Let me guess," he spoke, "you two flirted with that woman didn't you?"

"Aye…" the raven haired man groaned painfully.

The spa employee closed his eyes and shook his head. "That was Titania Erza of Fairy Tail you dimwits. Be thankful that she only gave you black eyes and bruises."

Meanwhile, Ben was beginning to drift off as the spa water sent him into a degree of relaxation he hadn't felt in over two years. The teen hero was brought out of his peaceful state when he heard the doors creak open. He opened an eye and looked in the direction of the door; however, he was unable to see past the steam.

For the past thirty minutes, Ben has had the men's spa room all to himself; much to his satisfaction, but it appeared his alone time was now up.

'Oh well…' Ben thought. 'Maybe this guy coming in won't cause too much noise.'

As he closed his eyes, he could hear someone getting in the water on his left side. They let out a feminine-sounding sigh, which confused the brunette haired teen.

"Ben?" a familiar voice said. "Is that you?"

Ben peeked an eye open and glanced over. "Oh. Hey Erza," He said nonchalantly as he looked away.

A moment later, Ben sat back up and looked toward his left. Sure enough, Erza was sitting chest-deep in the spa, only five feet away from him. Her scarlet hair was tied up into a bun so it wouldn't get wet, and the steam that wafted off the hot water obscured her impressive assets; much to Ben's relief. However, that still didn't make him any less shocked or bewildered.

"ERZA!" Ben shouted, flustered. "W-w-what are you doing in here?"

Erza looked over and quirked a brow. "I should ask you the same thing. What are you doing in the women's spa area?"

"Women's spa?" he repeated, confused. "Erza, THIS IS THE MEN'S SPA!"

Erza blinked a couple times and glanced all around. "It is?" she questioned. Surprisingly, instead of being completely embarrassed or rushing to get out, she remained where she was. "Hmm… oh well. Silly me."

Ben's mouth gapped a little. "Oh well? Seriously?"

Erza shrugged and smiled. "I'm already here and have made myself comfortable. There's no reason to leave; besides, it's just you and me in here anyways."

Ben was left speechless. He couldn't believe how little undaunted Erza was acting about being in the men's spa room. He then shook his head and let out a heavy sigh. "Uh…okay. Well then…I'll just…move over here then."

He scooted a few feet away. Erza saw this and scooted closer to Ben. "Why are you moving away?"

"HUH?" Ben began to panic, realizing Erza was moving toward him. "N-no reason…I just…"

He tried moving further away but Erza seemed to be scooting closer to him.

"Come on, Ben." She urged softly. "You don't need to move away from me."

"Uh…yes, I do!" Ben protested frantically. "You're…you're…"

Whatever he was going to say was cut short when Erza lunged from the mist and grabbed hold on Ben's left arm. Unexpectedly, Erza pulled Ben from the pool's edge and into the center of the spa, where the thickest accumulation of steam was.

"E-Erza? W-what are you-?" Ben stuttered, feeling his face flush.

"Relax," assured Erza while still keeping a gentle grip on his arm. She then held up a bottle of lotion, which she had had in her left hand the whole time. "I was hoping you could apply this body lotion on my back."

Ben blinked while his mouth gaped a little. "Uh…come again?" He said, thinking he had misheard her.

Erza smirked as she turned her back to Ben. "Would you please rub this on my back, Ben?" She asked innocently.

Ben froze as his face turned several shades of red. He couldn't believe what he just heard. First the bunny suit, sleeping in the same bed, the cuddling incident, and now this! Would it ever end?!

He was about to decline her request until he took notice of her smooth, creamy back. He had to admit, it was attractive and alluring. Ben shook his head, shaking away those unwanted urges.

'Oh man!' Ben cried inwardly. 'Why is all this happening?'

In the end, Ben sighed as he lost out to temptation. "Okay," he conceded.

Erza smiled in appreciation. "Thank you, Ben."

He took the bottle that Erza had offered him and timidly scooted closer to Erza, but not too close. She had hunched slightly so he'd have better access to her back. Ben gulped nervously as a few sweat drops raced down his face.

Ben took the bottle and squirted out a creamy-white lotion into his right hand before handing it back to Erza. He rubbed his hands together and once they were covered in the white cream, he timidly stretched them out toward Erza's back. He started with her shoulders, making sure not to rub too gentle or too firm.

Erza moaned, causing Ben to immediately stop. "What? What's wrong?!" He asked hysterically.

"Nothing's wrong. It's just…you have good hands." She complimented.

Ben couldn't help but blush from her compliment. He then turned away with a pout. "At least someone thinks so." He murmured indignantly.

A couple years ago, a month after Ben had gotten the new Omnitrix; he had experienced some difficulties working with the watch's controls. When he had contacted Azmuth about the problem, the brainy, pompous alien had retorted, "Well… I would have expected a little more dexterity out of those fat fingers of yours."

Ben stopped rubbing Erza's shoulders and eyeballed his hands attentively. When Erza felt his warm, gentle hands leave her, she glanced back. "Ben…is something wrong?" she inquired.

The Omnitrix bearer was silent for a short moment before he spoke up. "Um…Erza…do you think my fingers are fat?" He asked with a pout.

Erza blinked, taken off guard by the unusual question. With a smile, she replied, "No. I think your fingers are quite…nice."

Ben blushed from her sincere response. "Thanks."

For the past couple minutes, Erza was lost in a blissful daze as Ben's hands massaged her back. An occasional moan would slip from her due to the enjoyable sensations washing over her.

Ben, though was very nervous at first, began to calm down a bit. But, as his hands drew to Erza's lower back, he felt his breath hitch in his throat and his heart-rate increase. Thankfully, Ben snapped himself out of his trance before he could go any lower.

"Okay, finished." Ben pulled his hands away. "I'll be going now."

He turned away and headed toward the end of the pool, but was stopped when Erza grasped his left shoulder.

"Wait. I have to rub your back now." She declared.

Ben felt his jaw drop a little and his face grow hotter. "UH…n-no, no…that's okay." He stammered, pulling away from her. "Really"

Suddenly, Erza lunged at Ben again and wrapped her arms around his neck, which pushed her large bust up against his back. Ben yelped and blushed furiously when he felt her large mounds press up against him.

"E-E-Erza!" Ben spluttered. "W-what are you-?"

"You washed my back, now I have to wash yours." Erza stated firmly. "It wouldn't be fair if I didn't wash yours."

"Listen it's…"

"No arguments." She affirmed in a semi-scary tone.

Though Ben wasn't really scared of her, he knew that there was no way he could talk Erza out of what she already had her mind set out to do. He let out a collective sigh of defeat before giving in. "Okay…go ahead."

Erza smirked in victory. She applied the lotion in her hands and rubbed his shoulders, causing Ben to flinch nervously. The warrior girl took note of this and grinned. "Ben, you don't have to be so nervous around me. After all, we did switch bodies one time."

"Yeah, but I never tried anything!" Ben retorted frenetically.

"Relax, Ben." Erza advised with a smile. "There's nothing you need to be nervous about."

'You're freaking naked, you're less than a few inches away from me, and you're massaging my back! There's plenty to be nervous about!' Ben yelled inwardly.

Ben bit his bottom lip and could feel his heart beat through his chest as Erza's smooth hands gently rubbed his back. He hadn't felt like this in a long time and was unsure how much more he could take.

"I must admit Ben; your back is quite well-toned." She complimented.

Though he was flattered, it didn't make Ben any less nervous; in fact, her compliment only enhanced it. As Erza applied the creamy lotion onto his back, she saw something on Ben's left shoulder plate. It was a small scar, barely half an inch, and it was shaped very oddly. Erza cocked a brow, bemused.

"Uh, Ben…what is this scar on your back?" Erza asked. She focused her eyes on the little scar. "It has a very unusual shape."

'It's actually shaped like New Jersey, not that you would know what that is though.' Ben mused.

The Omnitrix wielder was silent as he rubbed his neck sheepishly. "I…uh…got that when I was five-years-old from a…peacock."

Erza noticed a certain emotion from Ben when he said the last word: fear. This surprised her. For the whole couple of months that she had gotten to know Ben, he didn't seem afraid of anything. However, there was one other thing that bewildered her.

"Peacock?" she repeated. "What's that?"

Ben shivered. "I…don't wanna talk about it."

Seeing Ben so scared made her wonder. 'These peacocks must be very dangerous and powerful monsters if they are capable of frightening someone like Ben.' She deduced.

A minute of silence passed as Erza continued to rub the body lotion onto Ben's back. Titania wasn't fond of the silence right now. She wanted to speak to Ben some more.

"I still can't believe that your Upgrade form made the Armadura Fairy armor so powerful it destroyed Mount Infernus." Erza noted, trying to start a conversation.

Ben shrugged nonchalantly. "I'll admit I was a bit surprised too. But it's not the first time I've destroyed a mountain. Back in my world, there's a place called Mount Rushmore. It has the heads of four of my country's most famous presidents carved on it. When I was ten, I sort of…wrecked it."

Her eyes widened in shock. "You destroyed a national monument?"

Ben glanced back and winked. "Twice"

Erza blinked. She then shook her head and smiled. "You're going to fit in quite well at Fairy Tail, Ben."

Another moment passed by before Erza finally finished rubbing the lotion on Ben's back. "There. All done," she announced.

"Uh…thanks. I gotta go now." Ben said, scooting back to the pool's rim.

But the teen hero was stopped when Erza grabbed him by his right arm, causing him to nervously tense up a bit.

"You're getting out already?" She asked, confused.

Suddenly, through the steamy mist, Erza spotted something under Ben's right pectoral. She narrowed her eyes on the spot to see it was a five-inch-long, reddish-purple scar that haphazardly stretched from under his right chest to his side.

She gasped lightly and her eyes widened. Ben looked back; thankfully, he couldn't see her breasts past the steam and hot water. That was a major relief for him. He didn't want things to be any more awkward than they already were. But, at this point, the teen hero certainly doubted it could get any worse.

When he noticed her sudden change of expression, he arched a brow.

"What? What is it?" Ben asked.

Erza didn't answer immediately as she continued to stare at the scar. Ben followed her gaze and gasped when he realized she was staring at "it". The Omnitrix bearer quickly turned around and made his way toward the pool's rim.

"Ben, wait! What happened? You can tell-"

"STOP!" Ben stated firmly, which startled Erza quite a bit. "Just…stop. I don't. Want to. Talk about it. Okay?"

He stood stationary for a few more seconds before he continued on his way. Erza lost sight of him in the steam cloud, though she did hear him get out of the spa, and then heard the doors open and slam shut behind him.

Erza sat in the hot spa waters, dumbfounded. Her expression then shifted to a thoughtful one as she tapped her chin. 'That scar…there's a deeper story behind it; undoubtedly an unpleasant one if it made Ben react the way he did.' She paused as concern crossed her face. 'What happened to you, Ben?'

…

Later, a fully clothed Ben found himself sitting on a wooden bench in the main lobby of the Peony Hot Springs. Erza, who was in her Heart Kreuz armor, was across the room at the main desk, paying the clerk. Ben had offered to pay instead but Erza had declined, saying it was her treat and thanks to their eighty percent discount it was very cheap anyways.

Ben sat on the bench and stared at the tiled floors in deep thought. He was beginning to feel bad about snapping at Erza earlier. When she had seen "it", she was just curious and concerned; however, Ben really didn't want to speak of "it" right now or any time in the future. Nevertheless, that still didn't mean Erza deserved to be snapped at. With that said, Ben decided that he would apologize as quickly as possible.

The Omnitrix bearer was brought out of his musings when two young women walked up to him. One was about five-foot-four with long blond hair that ended at her lower back like Lucy's. She had piercing crystal blue eyes and smooth, alabaster skin. She wore a blue denim mini-skirt and a white t-shirt that was struggling to hold her bust.

Her friend was roughly the same height. Her hair was dark brown and tied up in a ponytail, her skin was a light tan, and her eyes were emerald green. She wore brown cargo pants and a sleeveless white top that also barely contained her assets.

"Well hello, cutie." The blonde said coyly.

"What's a handsome devil like you doing sitting here all alone?" The brunette asked with a bashful smile.

Ben blinked twice, caught off guard by the sudden appearance of two beautiful women in front of him. It would appear that all the women in this world were all super-model caliber. He stood up from the bench and awkwardly replied, "Um…I'm just…waiting for a friend."

"Oh really," the blonde girl approached him with coy smile. "Well we could keep you company until then."

The brunette girl then noticed the white Fairy Tail mark on the left sleeve of his jacket. "Ooh, are you from Fairy Tail?"

"Yeah, why?" asked Ben.

The two girls both grinned. "We happen to have a thing for wizards." The blonde stated.

"Uh…" Ben was at a loss for words.

'What is with these girls? Why are they acting this way?' Ben thought, bemused.

Erza finished paying the counter clerk, who was a young, pink haired woman. She smiled brightly, "Hope you enjoyed everything, Miss Titania. And once again, thank you for saving our town."

Erza smiled. "You're very welcome, ma'am."

The pink haired clerk then looked past Erza and grinned. "Ooh…looks like that piece of eye candy there is getting some action." She commented.

Erza lifted a brow in confusion. She then glanced back to see Ben had two women getting real close to him, and they seemed to be ogling him. Erza's eyes narrowed in contempt at the scene.

The counter lady noticed Erza's sudden aggressive demeanor, and asked, "Um…Miss Titania, are you okay?"

Without warning, Erza's left hand clenched the granite countertop and caused it to crack; much to the clerk's shock. The redhead then ambled away with steam hissing from her ears, leaving the clerk dumbfounded.

Ben took a couple nervous steps back as the two women approached him with seducing smiles.

"Come on, handsome. You should come with us." The brunette offered.

"We'll show you a great time, Mister Fairy Tail wizard." The blonde added.

Suddenly, a certain scarlet haired mage stepped in-between Ben and the two girls.

"Hey! What do you think you're-?"

Whatever the blonde haired maiden was going to say stopped when Erza glared intensely at the duo with her arms crossed over her breastplate. The two ladies shivered in trepidation as Erza locked her glowing red eyes onto them, a scary aura emitting off of her.

"Is there a problem here?" Erza asked in a spine-chilling tone.

"N-NO MA'AM!" the duo cried simultaneously before they ran away in fear.

Ben arched a brow from the girls' sudden fear as they ran off. When Erza turned back to her partner, she dropped her scary expression.

"Hey Erza, what do you think that was about?" Ben wondered.

Erza closed her eyes and smiled. "Who knows." She then turned away. "Now, let's get back to the hotel so we can pack up our things."

Ben remembered what he was thinking about before those two girls came up to him, and realized now would be a good time to do it. "Um…Erza," he said.

She turned back to him. "Yes?" She inquired.

"I…just wanted to say I'm sorry for snapping at you back in the spa. That was totally uncalled for." Ben admitted.

Erza smiled warmly. "Ben, it's alright. I understand." She then looked away with a frown. "It's clear that that…injury is a touchy subject. Is it not?"

Ben nodded, and then rubbed his neck. "Yeah, it is. Listen, do you think we could keep this between us? I'm just not ready for anyone else to know about it."

Erza nodded in understanding. A thoughtful expression then appeared on her face. "If you ever want to talk about it, I'll listen."

Ben blinked from her unexpected request, and smiled appreciatively. "Thanks." He then looked away with a dejected frown and sighed. "But…I'm not ready."

For a moment, the redheaded warrior stared inquisitively at Ben. It was clear something had happened to him in the past, something dreadful. Erza could relate to his situation.

She shivered. Just the thought of that place made her heart tighten. She shook her head from that painful memory and shifted her focus back to reality.

"C'mon, let's go. We have a long trip ahead of us." Erza insisted.

Ben nodded in agreement and followed his scarlet haired companion out of the spa.

…

It was mid-evening when Ben and Erza returned to the Infernus Palace to check out. The former had gone XLR8 to get all of their bags, which were mostly Erza's, into the magic-mobile. Once the luggage was packed, he earned another head slam into Erza's breastplate, causing his face to flush furiously. Ben then turned into Feedback to give the magic-mobile an extra boost once more and so Erza wouldn't have to expend her magic power.

A few hours later, around late-evening, they arrived back in Magnolia. When they returned the magic-mobile back to the rental shop, they made their way toward the Guild Hall. Erza pulled her wagon of suitcases behind her while Ben walked next to her. Both highly-adaptive fighters were anxious to get back to the Guild to check on their friends and acquire a certain frozen beverage they desired.

"Man. I could go for a few smoothies right now." Ben stated. "Hero work makes me thirsty."

Erza nodded. "I agree." Hearts then filled up her eyes. "Ooh, I wonder what flavors I'll get this time. Strawberry-lime? Strawberry-coconut? Strawberry-mango?"

Ben looked at his redheaded friend and grinned. He was happy that there was finally someone who shared his love for the most delicious beverage ever invented.

As they walked down the stone street that led straight to the incomplete Guild Hall, Erza looked at Ben with a warm smile. "Ben, I want to thank you."

Ben turned to her, slightly bemused. "Thank me? For what?"

"For accompanying me on the mission, and for…saving me." Erza answered. "I couldn't have accomplished that job without you."

The teen hero smiled. "Don't mention it. We're friends. It's what they do for each other."

The two smiled at each other for a moment, and then looked away with a tint of pink on their cheeks.

As the duo neared the construction site, Ben could hear a faint noise coming from somewhere. "Hey Erza, do you hear that?"

Erza stopped and listened. She too could hear the odd noise, and it seemed to be growing louder by the second. "Yes. What is that?" She asked.

Another second later, the noise became a panicked yell as Gray fell from the sky and crashed into them. The duo grunted painfully as they laid face-down on the ground with Gray lying on their backs, who was only dressed in a pair of black boxers.

A short moment later, Gray was thrown off by Erza. She stood up and glowered at the ice wizard. "WHAT DO YOU THINK YOU'RE DOING?!" She demanded angrily.

Gray yelped in fear as he crawled away. "H-hey! Wait a second! Don't get mad at me!"

"Ugh," Ben rubbed his aching head as he picked himself up. "Let me guess, Natsu did it."

"NO!" Gray shouted. He then pointed toward the construction site. "SHE DID!"

The shape-shifter and re-quip mage turned to the bar area and bore witness to a surprising sight. Cana was throwing cards at Natsu, which exploded on contact. The pink haired wizard was narrowly eluding the cards by jumping from table-to-table, but Cana's cards were catching up to him.

"YOU TWO IDIOTS HAVE GONE TOO FAR THIS TIME!" Cana yelled, enraged.

"Whoa," Ben breathed, shocked by the sheer rage etched into her face. "What's with Cana?"

"Um," Gray looked away and rubbed his neck sheepishly. "When Natsu and I were fighting I…may have accidentally frozen all the alcohol."

Erza closed her eyes to process this information. "Hmph. That would explain it."

"Yeah," Ben agreed, "no wonder she's on the warpath."

Suddenly, a loud conflagration caught their attention. They turned back to the site to see Natsu get blown back into a stone wall, which instantly collapsed on top of him. Cana stomped over toward the fallen rubble, snarling.

"We need to calm her down," Ben advised, "before she wrecks anything else."

Erza and Gray both nodded in agreement. As they ran toward the construction site, without glancing back, Erza ordered, "Gray, put your clothes on now."

The ice-make wizard had a clueless expression until he noticed he was in his underwear. "CRAP!" he panicked.

As the trio approached the angry brunette, Erza calmly ordered, "Cana, calm yourself and put the cards away."

"CALM MYSELF?!" Cana roared. "How do I calm myself?" She turned her lethal gaze on Gray, who stepped away in fear. "YOU! What you did was unforgivable!"

"You really stepped in it now." Ben whispered to the onyx haired teen. Gray could only shiver from the death glare Cana was giving him.

"Cana," Erza continued, "I know Gray and Natsu must've caused a lot of trouble while I was absent, and I'll be sure to punish them accordingly. But you need to calm down now. We can't afford any more damages to the Guild Hall."

"Heck, Gray and Natsu were fighting every five minutes while you and Ben were away, Erza." Wakaba mentioned. He was smoking on his pipe, sitting at a table at the far end of the bar area.

Gray turned to him indignantly. "You bastard!" He shouted. "SHUT UP!"

Cana listened to Erza's words attentively and began to feel her anger simmer away slightly. She slumped her shoulder sand sat down at a bench with a gloomy expression. "Fine," She said, "but all the booze is frozen. What will I do?" A few tears fell from her eyes.

"Way to go, Gray! You made her cry!" Lucy yelled from a bar stool.

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

"CANA!" The ice mage waved his hands frantically at the crying brunette. "I-I'm sorry. I didn't mean to! Besides, it's not like it won't thaw out."

Suddenly, a few chunks of broken wall were moved aside as Natsu emerged from the debris. His body was shrouded in orange flames as he waved his arms around in an angry manner.

"Now you're in for it, Cana!" He leaped out of the rubble with his flaming fist cocked back. "YOU'RE GOING DOWN!"

Without warning, Erza swiftly pulled back her fist and punched Natsu in the torso. The Dragon Slayer stopped in midair and collapsed to the ground with a pained countenance written on his face.

Erza sighed, exasperated. "You've done enough, Natsu."

"Whoa," Macao commented, "that didn't take long."

Ben turned toward the bar area and could see six wooden barrels covered in ice behind the counter. He knew Cana was the Guild's heaviest drinker so he could imagine having her brew frozen solid was hard for her. It'd be like someone freezing all of Ben's smoothies into solid ice…with no way of drinking them.

The teen hero shivered. He didn't want to even ponder on such a thought. Realizing what Cana must be going through, Ben decided to help out.

"Okay, okay," Ben held up his hands. "Everyone calm down, I'll take care of this."

Everyone present in the Guild Hall turned to Ben with interest, wondering what he planned to do. Ben walked toward the frozen barrels behind the bar while activating the Omnitrix. Once he found the alien he wanted, he tapped the icon and slammed down the dial. In the wake of the green light was a humanoid comprised of fire and magma.

"This is a perfect job for Heatblast." The Pyronite stated.

Natsu grunted painfully as he lifted his face off the ground. When his vision refocused, he could see Heatblast standing close to Cana's frozen beer barrels. It didn't take long for the Dragon Slayer to make the connection and figure out what Ben was doing.

"HEY! What's the deal? I can melt it for yah." Natsu shouted heatedly.

Heatblast turned back to him. "After getting to know you for the past couple months, Natsu, I've decided that you can't be trusted around anything that's combustible. Besides, I have something you don't: self-control."

Gray nodded and crossed his arms over his chest. "Well said."

"Gray, your clothes." Cana murmured, annoyed.

"DAMMIT!" Gray panicked. "WHEN DID THIS HAPPEN?!"

Meanwhile, behind an incomplete section of wall, the Gray Stalker was staring at her beloved with hearts in her eyes. "Oh my darling, Gray, I wish you'd strip for me and me only." Juvia fantasized.

Heatblast stared at the frozen barrels. He held out his right hand and concentrated on raising the heat on the six objects. Suddenly, the ice began to melt away as trails of steam wafted away. In less than a minute, the ice was removed and the beer in the barrels was melted back into liquid. Heatblast dusted his hands off and tapped the Omnitrix dial. In a flash of green, he changed back to Ben and smirked at his work.

"There. Nothing to it," he remarked.

Cana's eyes widened and her mouth gaped a little when she saw that her precious booze was unfrozen. Suddenly, she ran over to Ben and unexpectedly wrapped him up in a big hug.

"Oh thank you, Ben!" Cana said happily. "You're a life saver."

The beautiful brunette then planted a kiss on Ben's left cheek, which caused the Omnitrix bearer to blush profoundly. The other Fairy Tail wizards watched the scene in slight awe and shock.

"Wow!" Jet said. "Did she just kiss him?"

"She sure did. I've never seen Cana do that before." Droy added, dumbfounded.

"First Evergreen, then Erza, and now Cana? Man, Ben sure has become a ladies man around here." Wakaba commented.

"I'll say." Macao agreed. "And it looks like he's barely trying too."

Erza's left eye twitched and a faint trail of steam hissed from her ears from seeing Cana kiss Ben; however, the armored wizard failed to acknowledge it.

Natsu groaned as he got up from the ground. When he saw that the frozen beer barrels had been thawed out, he crossed his arms over his chest and huffed irately. "I could've done that."

Lucy, who was still by the bar, had heard Natsu and retorted, "Yeah, and blown up what's left of the Guild Hall while you're at it!"

"Ben! Erza!" The attention of the present mages and superhero was captured by Master Makarov, who was standing on the bar countertop. "Could I have a word with you two?"

Erza felt the slight aggression that she didn't acknowledge fade away. "Of course, master."

A crimson faced Ben pulled away from Cana's clutches and approached Makarov. The dwarf-sized wizard stared keenly at the duo standing before him. This made Ben feel a bit unsettled.

"I just received a letter from the mayor of Peony. He wanted to say thank you to the Guild for what you two did." Makarov informed.

Ben and Erza both smiled proudly.

"Well, that was cool of him." Ben said.

"He really didn't need to thank us again though." Erza added. "We already have the town's gratitude."

"However," Makarov continued, "that letter spoke of something else I wanted to speak to you about." He was silent for a moment until he yelled, "HOW IN THE BLAZES DID YOU TWO MANAGE TO DESTROY AN ENTIRE VOLCANO!?"

The Omnitrix bearer and armor-shifting wizard both jumped back in surprise. The sudden outburst had also gained the attention of all the present Fairy Tail mages.

"Wait! They destroyed a what?" Natsu said, shocked.

Ben let out a collective sigh and looked straight at Makarov. "Okay, it happened like this…"

…

Forty-five minutes later, Ben and Erza had taken turns explaining everything that happened earlier that day; everything from the volcano demons, the special mineral, John Magtartus and his evil schemes, and finally…Lavazilla. The latter one really opened the eyes of the Fairy Tail wizards.

"You two faced down a giant lava-lizard?!" Lucy shrieked fearfully.

"AH MAN!" Natsu complained. "Now I really I wished I could've gone! That would've been a lot more exciting than taking on those stupid bandits at Fort Term."

Lucy sweat dropped. "You really have a twisted definition for 'fun'."

Ben and Erza concluded their explanation when the former told them about his transformation, Upgrade, and how he had used him to merge with Erza's Armadura Fairy armor and enhance its power tenfold. Upgrade had made Erza's armor so powerful that it not only defeated Lavazilla, but destroyed the volcano in the process.

The eyes of the Fairy Tail wizards had widened while their jaws hung from their faces. Needless to say, everyone was astonished by what Ben and Erza gone through on their mission.

Makarov recovered from his astonishment quickly and turned back to the duo. "Sounds like you two had a very interesting day."

'You have no idea.' Ben thought, recalling the awkward incident in the spa with Erza.

Later, Ben was sitting at a bench with Natsu, Gray, Elfman, and Happy. He was describing to them in detail about the fights he had with the lava-demons, the lava-snake, and then Lavazilla. The four listened attentively and Natsu looked ready to burst from his seat in excitement.

Meanwhile, Erza, Lucy, and Cana were sitting at the bar while Mirajane stood behind the counter in front of them. The former was sucking down a strawberry-banana smoothie at a steady pace.

"I can't believe that you almost died today, Erza." Lucy said worriedly.

After taking a quick sip of the delightful substance she now craved, Erza replied, "Yes. If it weren't for Ben turning into Upgrade and merging with me, I would surely be dead."

Cana took a swig from her beer mug before looking back at Erza with a mischievous grin. "So Erza, how'd it feel having Ben all over your body like that?"

Erza, who didn't seem to catch onto what Cana was implying, looked back with a smile. "I won't lie, it felt strange at first but…after I got used to it, it felt…amazing. I should definitely have Ben merge with my other armors sometime soon."

Cana smirked. "What's next? The Seduction Armor?"

Erza, Lucy, and Mirajane blushed from that thought; the former more so than the others. They shook off that thought and returned to their conversation.

"Well," Lucy said, "aside from almost getting killed by hordes of volcano demons and demolishing a volcano, it sounds like your mission went off without a hitch."

Erza finished taking a sip of her smoothie, and replied, "Well…not quite."

The three girls turned to Erza in interest as she explained, "Before we left for Peony, we had a little incident with the magic-mobile."

"Really? What kind of incident?" Mira asked.

"Well, I was explaining to Ben how the S.E. Plug worked and he wanted to try it for himself, but since he has no magic energy within him nothing happened. He removed the coupling but it fell onto his Omnitrix. This caused the magic-mobile to blast forward through Magnolia at speeds I've never seen before."

Cana blinked as she recalled something. "Wait a second, when I was in town yesterday I saw some green blur with a dust trail behind it go past me. That was you two?"

Erza nodded. "We finally managed to remove the gauntlet from his Omnitrix, but we were moving so fast that the sudden cut off of power made the magic-mobile almost stop instantly, throwing us both forward out of our seats. Ben actually grabbed hold of me so he'd take the impact of the fall..."

She stopped there, not wanting to mention the accidental kiss between her and Ben. That memory still made Erza's face heat up every time she thought about it.

Cana closed her eyes and laughed a little. "You're the one wearing armor and he protected you."

"Aw! That was so sweet of him." Mirajane said brightly.

Erza closed her eyes and disputed, "No. It was merely a reflex, nothing more."

"Ah, come on Erza, I think he'd do it again." Lucy teased.

"Yeah," Cana joined in, "I'd bet you'd enjoy it too."

"Oh you two would make such a cute couple." Mirajane beamed.

Suddenly, Erza's eyes widened as the memory of the kiss played back in her mind again. "No we wouldn't!" She snapped angrily. "The kiss was an accident!"

Mira, Cana, and Lucy were taken back by Erza's sudden outburst; however, they then realized what she had just said.

"Wait…what was an accident?" Lucy asked.

When Erza realized what she had blurted out, her angry expression instantly became an embarrassed one. She looked away as her face flared up a bright crimson. "Nothing" She muttered.

Cana leaned closer. "Your face is turning as red as your hair."

Erza looked down. "You're just imagining things."

Mirajane leaned forward on the counter. "Come on Erza, tell us what happened." She urged gently. "We're your friends, you can tell us."

The redheaded warrior fell silent for a moment, contemplating on what she should do. Finally, she gave in and answered, "When were thrown through the air and Ben grabbed onto me, we landed in a meadow. When I woke up, I was on top of him and..." She paused, causing the three girls to lean in closer. Cana even took a swig of her beer as they waited for Erza to continue. "…our lips were touching."

The reactions between the trio were mixed. Lucy went wide-eyed and gasped as she covered her mouth. Cana actually spit out her beer in shock and went on a coughing fit. Mira, however, was beaming brightly.

"Oh that's amazing!" Mira squealed excitedly.

"Keep your voice down!" Erza scolded, looking back and making sure nobody was listening. Thankfully for her, most of the Guild had gone home for the night. The only ones present were Ben, Natsu, Gray, Happy and Elfman and they were out of earshot, sitting on a bench and talking animatedly.

"He held you in his arms to protect you!" Mira gushed. "That's so romantic!"

Erza ground her teeth together as she blushed profoundly.

Lucy snapped out of her shock while Cana was coughing up the last bit of alcohol in her throat. "So, what did Ben say about the kiss?" The blonde mage inquired.

Erza closed her eyes, and replied, "Ben was unconscious when it happened."

Mirajane leaned forward. "He doesn't know?" She said, surprised.

Erza merely nodded.

"Are…you gonna tell him?" Cana asked.

The scarlet haired beauty didn't respond as she turned away, the blush on her face intensifying.

"Erza, you should tell him. This is a serious matter after all." Mirajane recommended.

"No it's not." Erza rebuked. "The kiss was an accident, nothing more."

Cana smirked slyly. "For something that meant nothing, it sure has you blushing a lot."

Erza failed to acknowledge the intense blush on her cheeks, but she couldn't deny that her face felt hot. Maybe it was just the summertime heat?

The warrior girl sighed. "I hope you three understand that I need you to keep this to yourselves."

The trio nodded, but then noticed multiple white flashes above them. They looked up to see over a dozen magical swords hovering several inches above their heads, causing them to nervously sweat drop.

Erza stood up from her seat and smiled. "Thank you. I'm glad to know I can count on you."

In a flash, the swords disappeared from existence.

"Lucy, let's join up with the others over there." Erza suggested, pointing at the gathered group of boys.

Lucy got up and nervously followed her redheaded teammate. "Ah, that was a little extreme. Don't yah think?"

Erza looked back and blinked. "I suppose you're right. One sword each would've been enough."

…

A/N: Okay, done! My first mini-arc in this story is finally completed. I knew this would be a mega-chapter, but I had no idea I'd break my promise and word count record yet again. Nevertheless, I'm sure you good people love it when I break those promises. LOL!

Alright, sorry if the spa scene was too awkward for some of you. However, I honestly couldn't resist doing it. Don't worry. Stuff at that level of awkwardness won't happen too often in the future. That's not to say it won't ever happen again; it just won't for a while. Perhaps when Ben and Erza are finally a couple? But that wouldn't be awkward, would it? It'd be normal.

Okay, I've got three things I need to say. First, I want suggestions from all of you on a possible name for Ben's dragon form. I'll be taking suggestions up until July 5, which I hope is the latest date I put up the next chapter. By that time, the poll will be up.

Second, that special mineral that John Magtartus used has the ability to absorb magic from anything around it. Wizards who touch it without iron gloves or are even near it will have their magic energy quickly drained out of them. The reason Erza's armors didn't protect her is because her armor isn't 100% iron and there was plenty of revealed skin. But, if one with incredible magic power can channel their energy into the crystals, they can overload it and be granted the full storage of magic power inside. This was how John gained enough magical energy to create Lavazilla.

Lastly, I would like to extend a big thank you to Star Saber21. He was a great help in creating the hilarity and some of the dialogue in this original chapter. Once again, thanks!

Next chapter: Settling in; Ben's New Home – this will be a short one-shot of Ben settling into his new house. It will be about 5000-6000 words, perhaps shorter.

Chapter after that: Tower of Heaven: Part I – the real action picks up again!

Please leave any comments, suggestions, and critiques in the review box. I'm anxious to hear them. Oh, flames will be frozen by Ultimate Articguana. Till next time…