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

23. Chapter 23

A/N: Well, I've found time in-between my studies to bring you this newest addition to Ultimate Fairy.

I really appreciate the support I've been given so far. It really is awesome of you wonderful readers.

On an unrelated note, I got a review from a Guest proclaiming that Ben's horrible memory I've mentioned on a few occasions is the Feedback incident from Omniverse. Wow. That's just…wow. That's not even remarkably close. I don't even know how this person came to that conclusion. If you go back to Chapter 16 to Feedback's debut and read carefully, you will see for yourself how it cannot be that.

Though Ben has the Omniverse Omnitrix with an added Evolutionary Function, the events of Omniverse have not happened.

Okay, you guys really need to read the Authors Note more closely. I noticed some people proclaiming that the Fighting Fest will be starting after this chapter. Wrong! After this one-shot is the start of my original arc. After that is a couple one-shots and then I will start the Fighting Fest arc.

Anyways, enough of my babbling and on with the show!

…

Ultimate Fairy

Chapter 23: Pesky Farewells

…

Over an hour had passed since the Ultimate Team, Sho, Wally, and Millianna reunited on the beach. Everyone, especially Erza, was more than relieved to see that Ben had survived the Tower of Heaven's annihilation. The group walked down the sandy shoreline for a few miles until they arrived back at Akane Resort.

Erza carried an unconscious Ben on her back the entire way, ignoring the protests from the guys of the group who had offered to carry him. Sho, Wally, and Millianna were split up and stayed in separate rooms amongst the Ultimate Team.

Meanwhile, Erza had carried Ben to his hotel room and gently laid him down on the bed. She had even tucked him under the covers. Now, the redheaded warrior was sitting on the right side of the bed, watching Ben as he slept. She had re-quipped into her sleeveless white blouse and blue skirt attire minutes prior.

Erza could tell that Ben was utterly exhausted, and she understood why. After all, he had battled against a member of the Ten Wizard Saints, absorbed all the magical energy within the Tower of Heaven, and had swum all the way back to shore. Anyone would be drained after doing only one of those, but Ben had done all three in a single day!

She took notice of the numerous cuts and bruises across his body. He would definitely need to have those treated and bandaged up tomorrow morning. However, he was in the same boat as her and the rest of the team, especially Natsu.

Erza was deep in thought as she gazed at the slumbering superhero with glossy brown eyes. "You saved my life today…three times…" She counted the times when Ben pulled her out of the lacrima twice and took down Jellal. "…and even when I told you to leave, you never abandoned me." She smiled warmly. "And you helped me overcome my fears…whether you know it or not. Thank you."

Unconsciously, Erza closed her eyes and leaned down; planting a soft kiss on Ben's left cheek. Realizing what she did, Erza went wide-eyed, stood up, and hastily exited the room. Erza sat on the floor outside of Ben's room, leaning up against his door with knees folded up to her ample chest. Her face had turned several shades of red as she breathed deeply.

'How could I have done such a thing?' Erza yelled inwardly. 'Why is my heart beating so fast?' She placed her hand over her chest, trying to calm her rapidly beating heart.

"That was a bold move." a monotonous, feminine voice said.

Erza cried out and nearly jumped out of her skin when she saw Juvia sitting next to her. "J-Juvia?!" She stuttered comically. "When…h-how did you…"

"I just came by to see how you and Ben were doing." Juvia answered with a neutral frown. A tint of pink then bloomed on her face as she gushed with a smile. "When I peeked in I saw you place that heartwarming kiss on his cheek. Oh…how romantic!"

Erza's blush intensified. She closed her eyes and looked away, crossing her arms over her chest. "You were just seeing things." She said stubbornly. "Ben is just a dear friend and teammate to me…nothing more."

Juvia blinked twice and looked at Erza quizzically. She could tell that Erza wasn't being honest with herself.

"But…back on the beach, he looked like more than just a friend to you." Juvia pointed out. A goofy smile appeared on her face as she placed her hands on her flushed cheeks. "Oh, you were crying so much when you and Ben were reunited, both of your eyes were just swelling with tears."

Erza's eyes snapped open in shock from the latter part of her comment. She turned to Juvia with a shocked expression. "What! That can't be." She muttered. "I…I can't cry from my right eye."

Juvia turned to Erza, confused. "That's never happened before?"

"No," Erza whispered as she lightly touched under her right eye. "This eye is artificial, and ever since it was put in, I've never cried from it at all. The one who made it never understood why, and it's never swelled with tears since. Until now…so why?" She then stopped when she noticed Juvia's starry-eyed look.

Erza sweat dropped and calmly asked, "What?"

"I think I know why." Juvia beamed with her hands clasped together. "It's the power of love."

Erza growled in annoyance while looking away with a bright blush. "It's not love!" She exclaimed obstinately.

All of a sudden, a certain blue cat popped out of nowhere. "Erza luuuuvs Ben." Happy teased.

The Fairy Queen slumped her shoulders in defeat, and groaned, "Can you two just drop it?"

"Very well," Juvia nodded as she stood up. "But you cannot hide from your feelings, Erza. Sooner or later…you will have to face them."

Erza's eyes widened slightly from how wise Juvia sounded, and watched as she walked away.

"Ooooh…Ben and Erza sitting in a…" Happy didn't get to continue as he noticed the glare Erza was shooting him…as well as the dark, scary aura wafting off of her.

Happy screamed comically as he flew down the hallway. "RUN AWAY!"

When he was out of sight, Erza let out a deep sigh as she pondered on Juvia's words. She got up from the floor and glanced back at Ben's door.

'Could it be true? Could I…really be in love?' Erza sighed again she ambled down the hotel corridor, a swarm of thoughts racing through her head.

…

The group spent a couple days resting and recovering from their injuries sustained in the Tower of Heaven. Everyone had to get bandaged up and have their wounds treated, except for Ben. Once Ben finally woke up, he simply transformed into Swampfire and his injuries from the tower were instantly healed; however, that didn't mean he wasn't still sore.

In mid-afternoon, Erza had called a meeting with Sho, Wally, and Millianna on the beachside in front of the resort. She wore a simple white dress and she had bandage wrappings around her arms, shoulders, neck and torso.

Erza had already told them of Simon's death two nights ago; however, she felt like she just needed to speak with her old friends. The main point being, where would the trio go from here?

"It's not like we ever meant to hurt you or nothing." Wally said, rubbing his neck awkwardly.

"We're really sorry about everything." Millianna apologized.

Erza lowered her head and held her left elbow. "I should apologize to you. I left you in the tower for all those years." She looked away in shame. "I hope that you can forgive me."

"We've already forgiven you, Sis!" Sho insisted sincerely.

"But if I had gone back, then Simon might still be here with us." Erza stated calmly.

"I gotta tell yah," Wally stepped forward, "he was a good man. I just thought you should know that…'cause he always loved…"

"Shush, Wally!" Millianna interjected, panicked.

Erza still held her head low in dejection. "It's okay. I already knew how he felt. He gave his life to save mine. I'll always be grateful." Determination soon returned to Erza's features. "I know it's hard but we have got to keep moving forward. That's what Simon would've wanted us to do."

Sho, Wally, and Millianna simply smiled in agreement.

Erza smiled too as an idea came to her. "You could join Fairy Tail. Give Guild life a try?"

The trio's eyes widened and their jaws dropped from her suggestion. They certainly weren't expecting that.

"Really?" Wally asked, surprised.

"Meow. You sure that's okay?" inquired Millianna.

"Of course, but I don't want to put any pressure on you." Erza replied. "So I'll let you think it over for a bit."

Wally and Millianna turned to each other with elated smiles. "I don't know about you but I'm pretty sold on the idea already." The former commented.

"Meow. That would be a new adventure every day!" Millianna fist-pumped excitedly.

Erza's smile grew wider. "And we can all stay together. That would make me very happy."

Sho lowered his head slightly and smiled.

Erza stepped behind her friends and led them back toward the resort. "Let's head back to the hotel. I haven't had the chance to properly introduce you to Ben and Natsu."

"Meow. I really want to see Ben change into that big, cute kitty witty again." Millianna beamed brightly, referring to Rath.

Wally sweat dropped, annoyed. "That ain't no kitty, doll face."

Erza smiled and chuckled in amusement.

…

For the rest of the day, the Ultimate Team, Juvia, and Erza's old friends had fun at the resort; whether it was on the beach, at the amusement park, or in the casino. The group from Fairy Tail was very thankful that their vacation was back on track after the whole incident with the Tower of Heaven.

Though Ben still felt a bit sore from his experiences in the tower two days ago, he toughed it out and continued to have fun with his friends. Even though Millianna had kept pestering Ben to turn into Rath, which he ignored, he still had a good time with everyone.

But what really made Ben happy…was that Erza was finally smiling again.

They ended the day with a big feast outside under the starry, night sky. The food was enjoyable, and of course Natsu, Gray, and Happy provided entertainment with their usual antics.

While they ate, Ben and Natsu took turns explaining how they defeated Jellal. The group was quite shocked about hearing that Natsu had unlocked a new, higher level of Dragon Slayer magic known as Dragon Force. They were even more astounded when Ben told them about his newest powerhouse, Atomix. To think those two had so much power hidden within them...

Then, the topic was switched and Ben was asked how he managed to keep the tower from exploding. The Omnitrix bearer explained how he had transformed into Ultimate Chromastone and absorbed all the Etherion's magic. Needless to say, quite a few jaws had dropped at the table; not counting Erza, who simply smirked.

However, Ben didn't tell them of his vision of Jellal while he was sinking in the ocean. He concluded that it would be best to keep it to himself for the time being. Maybe he could tell someone in the future.

He glanced over to a smiling Erza, who was sitting next to him. A smile was brought to Ben's face as his cheeks flushed slightly. There was just something about Erza's smile that made Ben's insides flutter. Suddenly, the Omnitrix hero's blush deepened when a startling thought crossed his mind.

'No. It can't be. Am I really…' Ben trailed off when words of that Jellal apparition echoed through his mind.

"Go…return to Erza…and stand by her side. She needs you now more than ever."

Ben shook his head from his musings. He would ponder on that thought later. Right now was a time for fun and enjoyment.

The group talked about various things and laughed, having a great time. Ben looked around and grinned. Though he was a stranger to this magical world, he inwardly admitted that he wouldn't mind staying a little longer.

…

Later in the night, Ben opened the door to his hotel room and walked in. Closing the door behind him, he let out a tired yawn. He'd had a fun time today with his friends and was worn out as a result. He slipped off his green hero jacket and hung it up on the coatrack next to the small dresser on the left side of the room.

He was about to turn off the lacrima lamps and fall into bed, but stopped and slightly cringed from how sore his muscles felt. Combined with the strenuous events in the Tower of Heaven two days ago and his physical activities today, Ben would be lying if he said he wasn't aching badly.

'Maybe a hot shower will help soothe my muscles.' Ben thought.

Ben grabbed a set of new clothes from his suitcase on top of the dresser and walked into the bathroom, closing the door behind him.

Ten minutes later, the door to Ben's room burst open as a certain redheaded beauty clad in a simple but lovely white dress rushed inside.

"Ben!" Erza cried. She paused when she noticed that the brunette was nowhere in the room. "Ben? Are you in here?"

Ben opened an eye and looked in the direction of the bathroom door through the steamy mist. "Erza? What do you need?" He asked, confused.

"Have you seen Sho and the others?" Erza inquired.

"No," Ben responded, "not since dinner. Just hang on a sec. Let me get dressed."

Erza nodded. "Very well."

The Queen of the Fairies sat on the bed as she waited for Ben. Erza took a glimpse behind her and slightly blushed, remembering the kiss on the check she gave a sleeping Ben two nights prior. She turned away and closed her eyes, trying to purge those thoughts from her mind.

When she reopened her eyes, her gaze came across Ben's green jacket hung up on a coatrack. Erza blinked as she stared at Ben's signature jacket. Despite it being unusual compared to clothes normally seen in Fiore, it certainly complemented him well. It reminded her of Natsu and his scarf. There had never been a time where Erza saw the Dragon Slayer without his signature scarf given to him by Igneel.

Then, a thought raced across Erza's mind. The scarlet haired warrior stood up and pulled the jacket off the rack, holding it in her hands. Erza stared at the article of clothing attentively as she ran her thumbs across the smooth, green leather.

Shockingly, Erza pressed the collar area of the jacket to her nose, inhaling deeply. After a short moment, she closed her eyes and slowly exhaled with a dreamy smile on her face.

'I don't know if it's his natural scent or cologne…but it smells so…good…' Erza thought languidly.

The reality of what Erza was doing suddenly slammed into her like a freight train, causing her to sharply gasp. Panicked, Erza quickly put the jacket back on the coatrack and sat back on the bed. A blush swept across her face as faint trails of steam hissed from her ears.

"What's wrong with me? Why did I do that?" Erza whispered, shocked over her actions.

"Do what?"

Erza almost jumped out of her skin when she saw Ben walk through the now open bathroom door, wearing his usual attire: a pair of blue jeans and black t-shirt. His hair was slightly wet as a few locks stuck to his forehead.

Erza flushed. She had to admit, Ben certainly looked appealing...as always. Erza inwardly shook her head and refocused on what she had originally come to do.

"N-nothing!" Erza stuttered. "Anyways, you're sure you haven't seen Sho and the others?"

"Like I said, I haven't seen them since dinner." Ben replied.

Erza stood up and closed her eyes, resting her hands on her hips. Ben looked at her for a moment and it didn't take long before he finally deduced what she was thinking about.

"You don't think they would leave without saying goodbye, do you?" Ben questioned.

"I'm sure that's it." Erza responded.

"But why?" Ben said, slightly surprised. "I thought they said they would give Fairy Tail a try."

Erza didn't respond immediately as she lowered her head in thought. She then looked back up at Ben, and said, "Tell Natsu, Gray, and Lucy to get the fireworks ready and meet me on the beach."

Before Ben could inquiry further, Erza turned and walked out of the room.

"…Uh…okay…" Ben mumbled; a brow cocked in befuddlement.

…

Under the pale moonlight, Sho, Wally and Millianna were pushing a wooden rowboat into the water. The lights of Akane Resort were shining brilliantly from across the cove.

"You sure we'll be able to make it in the outside world?" Wally asked Sho as he tipped his hat up. "We've never been on our own before."

"Meow…" Millianna agreed.

Sho clenched his fist as determination swept across his features. "We're gonna have to try. Erza's got her own problems. She doesn't need us to weigh her down."

"There you are!" A voice interjected.

The trio turned to see a frowning Erza standing in front of them.

"You found us?" Sho noted.

Erza walked a few steps toward her old friends. The three turned away from her, unable to meet her gaze at the moment.

"Please don't try to stop us from leaving. We've made up our minds." Sho spoke up. "All we've ever known is the inside of that tower. It's where we grew up. Now we're adults and we don't know a single thing about the outside world.

"This is our chance to get out there and see it. For the first time in our lives, we're free to do whatever we want." Sho turned to face Erza with a resolute smile. "We want to follow our dreams like everyone else, but that's something we're gonna have to do on our own. We want to know what it means to be free."

A smile took shape on Erza's face. "Well, I have complete faith in you, and I know you'll do fine out there. I'm not worried."

Suddenly, Erza's body was shrouded in golden-white light. When the flash died away, she was now clad in a peculiar set of armor.

Its breastplate was attached to the waist-guard, which was composed of two hanging plates; all of which surmounted a long, white skirt that went down to her knees, and also had a blue and yellow design going down the center. Her gauntlets covered her arms and the upper plate took the form of wings. On her head was a headband with a wing-shaped design that protruded up on both sides. Attached to her shoulder-plates was a long, red cape that reached her ankles. In her left hand was a long shaft that had massive spearheads on both sides. On the top part was a red flag that bears the Fairy Tail symbol in white.

This was Erza's Farewell Fairy Tail Armor.

"However, there are three rules that any member…who chooses to leave the Fairy Tail Guild…must abide by." Erza proclaimed.

The trio's mouths gaped slightly as they looked at Erza, confused.

"What do you mean 'leave'?" Wally asked. "We never even officially joined it."

"Number one: never share sensitive information about the Guild with anyone for as long as you shall live." Erza continued. "Number two: never contact any clients you worked for while in the Guild for your own personal gain. Number three: although our paths must stray, promise to live the rest of your lives to the fullest. That means…you must treat every day…as though it was your last in this world."

Sho, Wally, and Millianna stared at Erza in shock, tears beginning to fall from their eyes. Erza, however, already had salty tears brimming from her brown eyes.

"Promise that you'll never forget your Fairy Tail friends." Erza declared, sobbing. "Treasure them…for as long as you live."

The trio was lost for words as they sobbed, overwhelmed by Erza's words. The Fairy Queen held up her spear, and shouted, "Let the Fairy Tail Farewell…begin now!"

Ben, Natsu, Gray, and Lucy stepped out from the forest foliage and onto the beach. "Yes ma'am!" They said simultaneously.

Natsu looked up as he shot three fireballs into the sky, which left smoky trails in their wakes. Once they were over a hundred feet up, they ignited into bright orange and yellow fireworks. Sho, Wally, and Millianna looked up at the fiery light in awe.

"May all your journeys bring you joy." Erza smiled tearfully.

"Here goes!" Gray held up his arm and shot a white, icy magical ball into the sky. It ignited into an explosion of white-bluish light.

Lucy pulled out one of her keys and twirled it above her head, causing a stream of golden magical energy to swirl above her. "Watch this!" The Celestial wizard fired a yellow projectile into the sky, which exploded into a shower of sparkling, gold light and star-shaped projections.

Ben smirked as he activated the Omnitrix and scrolled through his playlist. "If you thought those were good, then you're gonna love this!"

He slapped down the dial and, after a green flash, he was now replaced by…

"Atomix!"

Gray and Lucy glanced over toward the white, bulky robot in awe. This was the first time they had seen Ben's new powerhouse; needless to say, their expressions were similar to Natsu and Erza's when they first saw Atomix.

"So this is the form Ben used to beat Jellal…" Lucy muttered, awestricken.

"Whoa…" Gray murmured, sensing the incredible power coursing off from this form.

Atomix lifted up his hands that were now glowing in emerald light. "HAA-MEE-NA, HAA-MEE-NA, HAA-MEE-NA…"

Suddenly, a few trails of green energy shot out of his hands and into the sky, detonating into an array of bright and dark emerald light.

"Gaze up at Atomic Sparklers, courtesy of…Atomix!"

Sho, Wally, and Millianna looked up at the magical and nuclear fireworks with bright smiles. The trio then got in the boat and began to row away.

"I wish we could stay together forever," Erza admitted, "but deep down, I know I'd only hold you back. I don't want that. After all the years you spent stuck in that tower, you deserve to finally be free."

"We'd never think you'd hold us back!" Millianna cried, tears rolling down her face.

"If we were to stay with you, we'd just do nothing but remind you of painful memories!" Wally wept, sniffling madly.

"But I have so much more than just painful memories with you." Erza countered, smiling. "Besides, what we went through made us stronger; it brought us closer." She paused.

Atomix, Natsu, Gray and Lucy continued to shoot fireworks, bathing the night sky in a plethora of orange, icy blue, gold, and emerald sparkling light. It was truly a beautiful sight to behold.

"I will always hold onto those memories, both the good and the bad." Erza proclaimed. "I wish you the best of luck and happiness in your new lives. This isn't goodbye! I know we'll meet again!"

The group ceased shooting fireworks as they stood behind Erza, watching her old friends' boat depart further into the ocean. Natsu and Gray grinned with their arms folded over their chests, Lucy waved at them, and Atomix simply placed his bulky hands on his hips.

"We'll miss you, Sister!" Sho shouted.

"We promise to see you soon, Erzy worzy!" Millianna yelled, elatedly waving to her.

"Yeah!" Wally beamed. "We'll meet again someday! I can guarantee you of that!"

Erza smiled as a tear fell from her right eye. "I'll be waiting." She whispered.

The group resumed their colorful fireworks show as Sho, Wally, and Millianna's boat grew smaller in the distance.

…

The next day, late in the afternoon, Ben was currently lounging with Erza, Gray, Lucy, and Happy in Natsu's hotel room. The Dragon Slayer, in question, was sprawled out on the bed. Bandages were still wrapped in various places around his body. He wore nothing but a pair of red boxers as he snored loudly, slumbering soundly.

The rest of the team sat on chairs around a wooden table while Happy simply flew around the room. Erza was wearing her white blouse and blue skirt outfit, and Lucy wore a green button-up shirt and brown pants. Gray wore a white button-up shirt and black pants while Ben was dressed in his usual hero attire.

Though the group, minus Ben, still had bandages on their bodies, they were steadily coming along in their recovery from the injuries they had gained while in the Tower of Heaven.

"He's still sleeping? It's the middle of the day." Lucy mentioned.

Gray folded his arms over his chest and smirked smugly. "I guess all that partying and firework show we put on for Erza's old friends last night wore him out."

Ben nodded, remembering how tired he felt after sending off Sho, Wally, and Millianna. Although Atomix was undoubtedly his newest, most awesome form ever, he did apparently take a toll on draining Ben's stamina. "I can understand that." He commented.

Erza then lowered her head. "I know I've already said this, but I'm sorry for causing such trouble."

"You don't need to apologize, Erza. What happened wasn't your fault." Ben assured gently.

"Yeah," Lucy agreed. "We've already told you we don't blame you."

"So just let it go already…will yah?" Gray smirked.

"Aye," Happy chimed.

Erza smiled softly and nodded. Suddenly, a thought entered her mind. She noticed that one person in particular was absent.

Erza turned to Gray. "Where's your friend, Juvia?" She asked. "I wanted to thank her."

'Even though she caused my thoughts to become so flustered,' Erza mused, recollecting what the water wizard said to her three days prior.

The ice wizard smirked. "She left yesterday evening. She wanted to go back to Fairy Tail to talk to Gramps about signing up with the Guild."

"I see." Erza responded.

"Well, I hope Makarov let's her in." Ben confessed with a smile. "She was really cool…despite her obvious obsessions." He glanced over to a clueless Gray.

"Ain't that the truth," Lucy sweat dropped, recalling the incidents in the tower where Juvia claimed that she was her rival in love for Gray…when she most certainly wasn't.

Before anyone could say anything else, their attention was gained by Natsu, who was mumbling in his sleep.

"…Uh…she's not my wife…" He slurred silently, stirring in the bed. "…can't…find her…"

The group was a confused by what Natsu was murmuring about; although, it was clear that whatever it was seemed to be causing him distress. Happy placed a paw to his chin in thought. He had an idea about what Natsu might be dreaming of, but he wasn't quite sure.

"I wonder what Natsu's dreaming of." Lucy wondered, sounding concerned.

"It certainly doesn't sound pleasant." Gray noted.

"Aye," Happy agreed worriedly. "Poor Natsu"

Ben hummed as he looked at Natsu's distressed slumbering form in concern. It was obvious whatever his pyromaniac friend was dreaming up wasn't good. The Omnitrix hero only wished he could help ease Natsu's pain.

Ben's eyes widened as a light-bulb clicked on in his head. He remembered three months ago, a month before he had arrived in this magical world, he had unlocked a rather lame transformation. One that had earned him at least a week's worth of laughter and mocking from Kevin; though, Gwen apparently believed it was adorable, which didn't make the situation any less embarrassing.

However, thanks to the Omnitrix uploading his transformation's abilities into his mind, he had discovered an unusual but cool ability that said transformation possessed.

Ben glanced back at Natsu, who rolled over and moaned; his facial features were slightly scrunched up. The teen hero knew this form may be able to help Natsu sleep better; nonetheless, he knew what the other's reactions would be if he changed into it.

Ben mentally shook his head. 'Whether they mock me or not, if it can help Natsu sleep more at ease, then I'll do it.' He thought determinedly.

Ben stood up from his chair and activated the Omnitrix. "I think I got a remedy for Natsu's bad dreams."

The three wizards and flying cat looked at Ben curiously and befuddled.

"You have something that can help Natsu dream better?" Lucy inquired, surprised.

"Seriously?" Gray added.

Ben smirked and nodded in response.

Once he found the icon he wanted, he slapped down the Omnitrix core. The others shielded their eyes from the bright emerald flash of Ben's transformation.

When the light faded, floating in his place was a short, fairy-like alien with light blue skin. It had purple fairy-like wings and blue hair that stuck straight up. It wore a green dress-like outfit with black zigzags and white gloves on its three-fingered hands. It had two toes on its feet, feminine eyelashes, and pink markings on its cheeks and chin. The Omnitrix symbol was positioned on its chest while the Fairy Tail mark was emblazoned in purple on its left shoulder.

"Pesky Dust," He spoke in a high-pitched, feminine voice, "So, what do yah think? Prrr…"

The three wizards and cat blinked twice as they did a double take on this new form, their jaws slightly slacking. After a moment of silence, Gray and Happy busted out into hard laughter and pointed at Pesky Dust. The ice mage and blue cat closed their eyes as their faces turned tomato red from the intense laughing.

"HA-HA-HA! Oh wow! Talk about lame!" Gray collapsed to the floor, holding his aching sides.

"AYE, SIR!" Happy laughed as he fell to the floor next to Gray, rolling around. "He looks like a girl fairy!"

"I know!" Gray chortled loudly. "Maybe he could be the Guild's mascot?"

"Lamest form ever!" Happy cackled.

Pesky Dust's lower lip pouted as he glared angrily at the cackling duo; however, due to his appearance, his glare had no effect. The Nemuina sighed in exasperation. 'I knew this would happen…'

Erza and Lucy remained silent as they stared at the fairy-like being with wide eyes and slightly gaped mouths. The former blinked as a thoughtful expression crossed her features. Just two days ago, Ben had transformed into a seemingly unstoppable powerhouse that easily defeated Jellal. Now, he was a short, girlish fairy that didn't look like it could harm a fly even if it tried to.

Erza realized that this only proved that Ben would never cease to surprise her. The redhead growled and grew weary of Gray and Happy's laughing.

"Enough!" She commanded.

The raven haired teen and the blue cat immediately stopped cackling and looked up at Erza. She and Lucy both wore unreadable expressions as they stared at Pesky Dust. Ben cocked a brow, bemused over the looks Erza and Lucy were giving him.

"This form is not lame." Erza stated.

"Yeah," Lucy added, speaking in a rare serious tone. "In fact…it's really, really…"

Pesky Dust was taken aback when Erza and Lucy rushed over and hugged him tightly, pushing him up against both of their ample chests; much to his embarrassment.

"CUUUUTE!" They squealed loudly.

Needless to say, Gray, Happy, and Pesky Dust were shocked from this unexpected reaction.

"NO WAY!" Gray and Happy shouted simultaneously, their eyes bulging out of their heads.

"Hey! Prr…Let go! Prrrr…" Pesky Dust purred, flustered.

Lucy squealed louder whilst Erza's smile grew wider. "OH! Those purrs are even more adorable!" The blonde mage said.

"I agree." Erza said in giddy voice. "This form is much more adorable than Ditto!"

Pesky Dust struggled against Erza and Lucy, feeling his face flush a light purple from their closeness. "Please…prrr…let me go…prrr…so I can help Natsu…prrr…" The Nemuina purred out.

Reluctantly, Erza and Lucy relinquished their hold on Pesky Dust, both still wearing giddy smiles on their faces.

Gray chuckled as he returned to his feet, wiping a stray tear from his eye. "So, Ben…how is this guy supposed to help Natsu sleep better?"

"Aye," Happy held his paws over his mouth, stifling his laughter. "You look really girly!"

Pesky Dust grinned frivolously as he extended his right hand. Suddenly, a sparkling, greenish-white gas dispelled from the fairy-like being's hand towards Happy's face. Without warning, Happy instantly collapsed to the floor, falling asleep with a content smile on his face.

Gray, Lucy, and Erza all blinked in surprise. They certainly weren't expecting that.

The Nemuina's playful smile grew wider from the trio's expressions. "Prrr…I can make people fall asleep…prrr…and I can also enter their dreams too…prrr…"

The three wizard's eyes widened further from this revelation. "You can enter someone's dreams?" Lucy echoed, slightly shocked.

Pesky Dust nodded; a cute smile on his blue face. "Mhmm…prrr…I can also manipulate their dreams as well…prrr…"

The trio's surprised looks only intensified. Erza blinked twice. A form that can make anyone fall asleep and can enter and manipulate one's dreams? She had to admit, though Pesky Dust appeared weak and adorable, a transformation like this could certainly prove useful; especially for gathering information from enemies, if there ever came a time for that.

"Now…prrr…time to make Natsu's dreams brighter…prrr…" Pesky Dust purred as he expelled his green gas at Natsu, causing him to stir slightly in his slumber.

Suddenly, Pesky Dust's expression became blank and stone-like as his consciousness left the outside world and entered the Dragon Slayer's mind.

…

When Pesky Dust could feel that he was now inside Natsu's mind, he opened his eyes. He looked around and observed his surroundings.

The sky was blanketed in black clouds and rain was pouring down hard. The sound of thunder echoed in the distance. Pesky Dust then noticed that he was in the back courtyard of the Fairy Tail Guild Hall.

'This certainly doesn't look like a good dream.' Ben noted.

Pesky Dust glanced to his right and saw a small boy sitting on the edge of the seaside cliff behind the Guild Hall. Ben flew closer to the boy so that he could get a better look at him. He appeared to be around eight-years-old, and he had a full head of pink, spiky hair. He wore a red shirt, brown trousers, and had a familiar white, scaly scarf wrapped around his neck.

Though he was younger, Ben had not trouble recognizing him. "Natsu? Prrr…"

Pesky Dust was confused as to why the young Dragon Slayer was just sitting out in the middle of the rain. He then took notice of the downcast, desolate expression on his face. For Ben this was quite a surprise. He had never seen Natsu look so sad in the two and a half months he had known him.

"Prrr…I wonder why he looks so sad." Pesky Dust wondered, holding his chin.

"You're gonna catch a cold, yah know." A feminine voicesaid.

Natsu and Pesky Dust both turned to see a young girl with short, white hair and piercing cerulean eyes behind them, holding a red umbrella above her head. She wore a small light pink dress with a dark pink stripe going down the center. The girl looked at Natsu with a bright smile.

'Who's that?' Ben pondered. 'She reminds me of Mirajane, but…I don't think that's her.'

"Oh…hey…uh…what was your name again?" Natsu asked.

"I'm Lisanna, silly."

"Lisanna? Prrr…I've never heard of her before. Prrr…" Pesky Dust commented. He flew closer to hear the two better, intrigued over what was happening.

"That's right." Natsu stood up and faced the white haired girl. "You're Mira's little sister."

"You got it!" Lisanna smiled.

Ben's eyes slightly widened from this revelation. 'I didn't know Mira and Elfman had a little sister.'

"So why are you out here?" asked Lisanna. "It's cozy inside."

Natsu hummed as he looked away, looking rather sheepish.

"That's okay. You don't have to answer that one. So, Natsu, is it true that you were raised by a dragon?" Natsu perked up as soon as he heard 'dragon'. "That's incredible!"

"Uh…yeah," Natsu replied, slightly surprised. "His name's Igneel."

"I'd love to see one for myself someday. It sounds fun!" Lisanna beamed.

Natsu smirked and put his hands behind his head. "Sure is! Igneel's awesome! I think you'd really like him!" the young Dragon Slayer's previous sadness vanished completely as a smile grew on his face. "He's super strong and he's as big as a house! He taught me all the Dragon Slayer magic I know. Wanna see?"

"You bet! But…let's get out of the rain first." Lisanna suggested.

"Okay!" Natsu agreed eagerly.

Pesky Dust smiled. Just a minute ago, Natsu was depressed and lonely; however, as soon as Lisanna showed up, he quickly became happy and exuberant.

Nonetheless, one thing was still bothering Ben. If Mirajane and Elfman have a little sister, then how come he'd never seen her, or at least heard of her?

Pesky Dust was brought out of his musings when everything became distorted and began to fade away. He realized that he was now moving onto another part of Natsu's dream.

…

A couple seconds later, an entirely new scene appeared. Pesky Dust saw that he was now in what appeared to be the inside of a small, straw hut. He could hear the sound of the rain from outside and was slightly surprised that no water was leaking inside the hut. It must've been built really well.

Pesky Dust looked down to see a young Natsu and Lisanna sitting on the straw floor. He then noticed a large, white egg with peculiar blue markings on it lying between them.

'Okay…what's going on now? And…what's with that big egg?' Pesky Dust thought.

"Good thing we made it here. The rain isn't stopping." Lisanna said.

Suddenly, Natsu's stomach began to rumble. The pink haired boy smiled sheepishly and blushed lightly, putting a hand behind his head. "Uh…sorry!" His stomached growled louder, causing Natsu's face to flush darker.

"Hey, I was wondering…you live alone. Don't you?" Lisanna asked.

"Yeah" Natsu responded.

"Well then, who cooks your meals for you?"

"I just eat at the Guild." Natsu replied nonchalantly.

"So you have to pay?" Lisanna inquired further.

"Sure," Natsu frowned, "why else would I work all the time?"

"Ahh," the white haired girl sighed sadly, resting her chin on her right hand. "That's sad."

"You think so?" asked Natsu.

Pesky Dust noticed that Lisanna quickly perked up and looked at Natsu with a smile. "Yah know I could cook dinner for you sometime if you like?" She suggested.

"WHOA! I didn't know you could cook!" Natsu exclaimed.

"I'm not as good as my sister though." Lisanna mentioned modestly.

"Whoa! Hang on!" a nervous sweat drop raced down Natsu's face as he imagined Mira holding up a large butcher knife, with a predatory smile on her face. "You're telling me Mira actually cooks? You mean like food, right? Not little children?"

Pesky Dust blinked, befuddled. "Huh…prrr…where did that come from? Prrr…why would Natsu say that about Mira? Prrr…"

"Does Elfman cook too?" Natsu asked.

"Yeah! Of course he does!" Lisanna beamed.

Natsu held his chin as he imagined a kind, smiling Elfman cooking up an omelet. "Actually…that's not so strange at all. It suits him pretty well."

"Huh? Prrr…" Pesky Dust sweat dropped. He imagined the Elfman he knew standing over a stove, beating it with his Iron Bull arm and shouting out something about what a real man would do. "Why in the world would he think that? Prrr…"

Ben couldn't quite understand why Natsu was so shocked to hear that Mirajane cooked and not-so-surprised to hear that Elfman did. To him, it was completely switched around! Pesky Dust tapped his chin in thought and deduced that perhaps Mira and Elfman acted differently years ago.

All of a sudden, Ben was pulled out of his thoughts when Natsu unexpectedly snatched up the egg and turned away from Lisanna. "NO! I won't let you eat the egg! I bet it's Igneel's kid! I gotta let it hatch! Don't you dare try to fry it up!"

"Don't jump to conclusions!" Lisanna snapped. "Now listen, I built this house so we could raise the egg together, didn't I? I want it to hatch as much as you do."

"Then why'd you scare me like that, jerk?" Natsu gushed and hugged the egg affectionately. "AH! Who's my little buddy? You are. You are."

Pesky Dust sweat dropped from seeing Natsu's affectionate side.

Lisanna smiled. "Yah know…even though you get mad and pick fights all the time, you still have a sweet side. Don't you? Just like Mira."

Natsu stopped loving on the egg and turned to the white haired girl with a blank expression. "Huh?"

"It's been fun playing house with you." Lisanna continued. Her smile brightened as her face blushed lightly. "Maybe someday I can be your real wife?"

Natsu's eyes widened as a blush appeared on his cheeks. "Huh…wha…w-what got you thinking about that?" He stuttered.

Lisanna placed her hands on her cheeks and smiled adoringly. "I just noticed how strong and brave you are, and you're really good with kids too. What's not to like?"

"Yah think so?" Natsu's jaw then dropped as his face turned as red as Erza's hair, steam hissing off his head.

Pesky Dust giggled at Natsu's reaction. He had never seen Natsu look embarrassed so this was quite amusing. "Ooh…she luuvvs Natsu…niiiice…"

"What are you getting so embarrassed about?" Lisanna smiled slyly. "I was just making a joke."

Natsu's jaw dropped and his embarrassment quickly transformed into anger. "HEY! I know the word for you! Gramps calls me it all the time! Nuvenile!"

"Juvenile?" Lisanna looked away with a sly smile, and teased, "Geez…you're one to talk."

"GRR!" Frustrated, Natsu grabbed his hair and pulled it. "No fair! Why you gotta be smarter than me?!"

Pesky Dust's giggled more from Natsu's reaction. It appeared that Natsu hasn't changed much since childhood.

Suddenly, the trio's attention was captured by the golden rays of sunlight that came through the door. Natsu and Lisanna stepped outside to see the sun setting over some rocky mountains. The wet foliage around them was glistening in the sunlight.

The two kids looked at the scene in awe; even Pesky Dust had to admit it was a beautiful, tranquil scene.

"Wow!" Lisanna gasped, smiling brightly. "It's so pretty!"

Natsu only nodded, but the smile on his face showed that he too was captivated by the spectacular sunset.

"It'd be nice if we could stay like this forever. Don't yah think?" Lisanna asked.

Pesky Dust grinned from this touching scene. He never would've guessed that Natsu had a girl in his life that obviously liked him so much.

Suddenly, before Ben could ponder any further, the scene once again began to warp and fade away.

…

When the scene refocused, Pesky Dust found that he was now inside the Fairy Tail Guild Hall, where a large group of wizards were dispersed across the giant room. They were either at the wooden benches, sitting at the bar, or looking for a job at the Request Board.

Pesky Dust looked around and, despite their younger appearances, quickly found some familiar faces amongst the crowd. His attention immediately fell upon a young Natsu, who appeared to be very angry and quarreling with various Guild members.

"ALRIGHT! Which one of you stole it?" Natsu yelled indignantly.

"We don't want your dumb egg." A boy around Natsu's age retorted. It didn't take but a second for Ben to recognize him. The raven hair and the lack of clothing was a dead giveaway.

"I don't know anything about it." A brunette girl added. Ben looked closer at the girl and quickly realized it was Cana, only a lot younger…and not falling over drunk. "Gray, your clothes." She sighed, annoyed.

Immediately, the younger Gray freaked out when he saw that he was only adorned in a pair of blue boxers.

Pesky Dust snickered. "Heh-Heh…prrr…looks like Gray has always had that problem…"

Natsu ran over to a bench where a spiked, blonde haired teenage boy was sitting. "Laxus, was it you?!" He accused, a vein throbbing on his temple.

"Yeah right…" Laxus scoffed nonchalantly.

Pesky Dust rubbed his chin as he looked at the lightning mage. It seemed that Laxus was more layback and nonchalant years ago. He wondered what could've changed the master's grandson into the snide, arrogant jerk he was today.

Ben was brought out of his thoughts when Natsu stormed over to a redheaded girl in armor, who was standing by the Request Board. To Ben, it was fairly obvious who this girl was.

"Okay, Erza. Out with it already!" Natsu demanded.

Erza sweat dropped and said calmly, "Now, now…let's not jump to conclusions. It wasn't me."

Pesky Dust glanced to his right to see Lisanna talking with a teenage girl, whose long, white hair was tied up into a ponytail by a purple bow. She wore maroon tank-top, blue shorts that barely reached her upper thighs, and a black collar around her neck.

"What about you, Mira, have you seen the egg?" Lisanna asked.

"Nope. Afraid not." Mira turned to Natsu and snidely smirked. "You ate it, didn't you pinky! Just admit it."

Pesky Dust thought his jaw was about to fall off. "Prrr…that's Mira!?" He exclaimed, shocked. "Prrr…what…what's wrong with her?!"

"Mira!" Erza scolded.

Natsu gasped, startled by Mira's accusation. The young Dragon Slayer's expression darkened as he glared at the white haired teenager. "That's it." Natsu jumped at Mira, but the latter quickly caught the wrist of his attacking arm; both had rage plastered on their faces. "You're going down!" Natsu shouted.

"Oh yeah? Well bring it on!" Mira countered angrily. "I'll skin you alive, twerp!"

"Natsu! Watch where you're punching, stupid!" Gray cried as he got caught up in-between Natsu and Mira's fight.

Pesky Dust sweat dropped once more and half-smiled at the scene. He couldn't believe how the sweet, angel-like Mirajane that he knew used to be so violent and arrogant. He guessed that the saying 'Life is full of surprises' had some meaning to it after all.

He watched as younger Erza rushed over and quickly broke up the brawl between Natsu, Mira, and Gray who had gotten caught in the middle.

When they were finally split up, Natsu clenched his fists and stared at the ground on the verge of tears. "Why are you so mean? I just want my egg back."

"C'mon," Gray groaned.

"Ah…look at you crying. How cute." Mira teased.

"I'm not crying!" Natsu shouted indignantly.

"You have to quit teasing him about it." Erza reprimanded Mira. She straightened her posture and placed her hands on her armored hips as she turned to Natsu. "Now, would you please stop crying?"

"I'll make you cry!" Natsu retorted, a couple tears rolling down his face.

Erza's expression darkened slightly as she got in Mira's face. "Hurry up and give him the egg back, alright!" she whispered harshly.

"I told yah, I don't got it." Mira scowled, getting into Erza's face. "Besides, it looks like you ate it, porky!"

"What did you call me?!" Erza clenched her teeth in rage.

Pesky Dust blinked, his mouth gaping slightly, dumbfounded. Mirajane and Erza used to be rivals? He sweat dropped as they began trading childish insults with one another; much like Natsu and Gray would when they were about to fight. He was grateful that Mira and Erza eventually grew out of it though. One duo that constantly starts fights with each other was bad enough.

The Nemuina glanced in another direction to see Lisanna wiping tears from her eyes. Ben frowned sadly. It was evident that that large egg meant a lot to Natsu and Lisanna. Maybe this was why Natsu was having a bad dream, because they never found that egg.

"Yah know," Cana interjected, gaining the group's attention, "Elfman told me how jealous he was of your egg the other day."

Lisanna's face paled from horror as let out a startled yell.

"He's the one who ate it!?" Natsu shouted.

"No! He'd never do that." Lisanna defended.

"Hey. Sorry guys." Pesky Dust turned to see a small, white haired boy wearing blue pants, white shirt with a red bowtie, and a blue jacket. In his arms was the large egg that Ben had seen in Natsu and Lisanna's straw hut.

"It was you all along, wasn't it?!" Natsu stated angrily.

Elfman smiled timidly. "I didn't mean to steal it or anything." He assured. "It's just so you toss and turn so much in your sleep I was afraid that you wouldn't keep the egg warm enough."

Pesky Dust blinked, his mouth gaping slightly. He was having a hard time believing how drastically different Elfman and Mira's personalities were years ago. 'I guess people just change…I know I did…for the better.' Ben thought.

"Oh, wait a sec…" Natsu trailed off, beginning to calm down.

"So it's okay?" Lisanna asked.

"I'm not very good with magic, but I stuck close to it all night and kept it warm with my body heat." Elfman explained.

"Oh, I get it now." Natsu smiled.

"Thank you!" Lisanna beamed.

Elfman gently handed the egg over to Natsu. "Thanks a lot! You sure are a real man!" Natsu complimented.

'Hmm…I wonder if this is where Elfman got the whole 'real man' thing from.' Ben pondered.

"And you blamed everything on me?" Mira frowned, turning to Erza. "Typical"

"Well, that's because things are usually your fault!" Erza retorted.

All of a sudden, before another argument could ensue, the shell of the egg began to crack. The group of kids gasped while everyone else went quiet, their attention focused on the egg.

Laxus, who was leaning against a post off to the side, glanced toward the commotion. "Now what?"

A group of mages gathered around the egg as larger cracks grew on the shell. Pesky Dust flew over the crowd, eyeing the egg curiously. All of a sudden, the egg finally cracked apart and a sphere of bright, blue light came out and floated in the air. Pesky Dust and the Fairy Tail wizards stared at the azure light in awe and intrigue.

When the light died away, a blue kitty with small, white wings was floating in the air.

"Whoa! It's a freaking cat!" Macao and Wakaba shouted simultaneously.

Pesky Dust was also quite shocked as his eyes widened and his mouth gaped slightly. "H-Happy?" He stuttered. "Prrr…"

Natsu, Lisanna, and the other wizards looked at the flying cat in awe and joy.

"Whoa! It has wings! Is it a bird?" Natsu inquired, excited.

"No. It's a cat, a blue cat." Lisanna corrected.

The kitty gently came to a smooth landing on top of Natsu's head as his wings disappeared. Baby Happy sat up with a cute smile and said, "Aye!"

Everyone in the crowd had hearts in their eyes, admiring how adorable Happy was.

"He's so cute!" Lisanna gushed.

"I know!" The crowd agreed.

Pesky Dust snickered as he gazed down at the crowd that was hypnotized by Happy's cuteness. 'I guess I shouldn't be too surprised that his first word was aye.' The Nemunia then scratched his head, a befuddling thought crossing his mind. 'So…cats in this universe hatch from egss? That's kinda weird…'

Ben snapped out of his musing as his attention was recaptured by Natsu and Lisanna. "Do you see that?" Lisanna asked as she took hold of Natsu's left arm. "A minute ago everyone was so worked up…and now they're happy."

It was true. Everyone in the Guild Hall was laughing and had a smile on their face.

"He's almost like a little, blue bird of happiness. Isn't he?" Lisanna said.

Natsu's eyes widened slightly as he stared down at the baby cat in his arms. "Happiness, huh? Well…in that case, I'll name him, Happy!"

The azure cat's eyes opened again as he stretched out his limbs. "Aye!" Happy chimed cutely.

"Happy the Dragon!" Natsu cheered exuberantly, dancing around with Happy in his arms.

"It's not a dragon." Mira deadpanned, annoyed.

Pesky Dust giggled in amusement. He sometimes wondered how Natsu and Happy met, and now he had his answer. He did find it odd that Happy hatched from an egg though.

However, Ben was now becoming confused over something. Before he went into Natsu's mind, he seemed distraught in his sleep, which meant he was most likely having a nightmare. So how come all the images he's seen so far have been good ones?

Before the fairy-like alien could ponder any further, the memory ended as the scene began to distort and fade away.

…

When the scene recalibrated, Pesky Dust was now in a dark, foggy forest. Ben looked around and couldn't recognize the setting at all.

"Prrr…where am I now?" Pesky Dust said out loud.

Ben was pulled out of his thoughts when a loud voice yelled out through the fog. "Lisanna! Where did you go!?" The Omnitrix bearer turned to the right to see an eight-year-old Natsu running along a forest path with an unnerved expression.

Natsu stopped and turned his head left and right. "Would you quit playing around already? C'mon, say something!"

The young Dragon Slayer suddenly tripped over a large tree root and hit the ground hard. "Ow! This stinks…"

Pesky Dust looked at the pink haired boy in confusion and curiosity. 'Guess Natsu must've lost Lisanna in the woods…not good.' Ben thought.

Without warning, a shriek called out through the forest mist. Natsu and Pesky Dust turned in the direction of the scream to see a twenty-foot-tall, green ape-like creature with pink hearts on its arms stepping out of the fog.

Pesky Dust's eyes widened slightly. This creature resembled the one that had tried to smash him when he had first arrived in this magical universe. He could only assume they were part of the same species.

"Long time no see, little punk." The green Vulcan jeered. It held out his right arm to show a frightened Lisanna trapped in its grip. "You ain't looking for this, are yah?"

"Help me!" the little girl cried.

"Lisanna!" Natsu clenched his fists and got in a fighting stance, glaring hard at the large ape. "Let her go! Get your filthy hands off her, monkey!"

"No way! You don't know how things work in the forest, do yah kid? Finders Keepers, Losers Weepers!" The Vulcan proclaimed smugly.

"She isn't yours to keep!" Natsu retorted.

"Yeah!" Happy agreed, who was flying next to Natsu.

"Prrr…uh-oh…this doesn't look good…" Pesky Dust commented.

The Vulcan grinned sinisterly as it brought Lisanna closer to its face. "Oh, I'm gonna keep her alright because it just so happens that I've been looking for a wife."

Pesky Dust face-vaulted as a result from the Vulcan's statement. Did he just hear correctly? Did this forest ape-like monster want to make a little girl his wife? What the hell!?

"Oh no!" Lisanna squealed, imagining herself married to the Vulcan and having many Vulcan babies. "I don't think so!"

Natsu's arms slumped while he wore an exasperated, half-smile. "Yah see? That's kinda how I feel."

"Oh wow! Scandalous! Truly forbidden love!" Happy remarked.

Pesky Dust sweat dropped in response. 'I can see Happy hasn't changed at all…'

As the green Vulcan stared at Lisanna with its white eyes and large toothy smile, Lisanna looked away. "I'm sorry if you feel that way, mister Vulcan." Lisanna smiled, placing her hands on her slightly red cheeks. "But my heart belongs to my sweet, little Natsu."

"Ahhhh…prrr…" Pesky Dust smirked. "So sweet…"

The Vulcan immediately became angry as it narrowed its creepy, white eyes at Lisanna. "Yeah?! Well I say you're mine, which means you're mine. Okay?"

"HUH?" Lisanna yelped.

"You don't make the rules around here!" Natsu shouted angrily.

"You just disrespected me, kid. So I'm gonna keep her." the Vulcan smiled smugly. "But if you really want her back, you should apologize."

"Now you're blackmailing me?!"

Lisanna cringed in pain as the Vulcan tightened its grip on her. "No…he's just messing with you."

Pesky Dust watched as Natsu stood still and glowered at the Vulcan, his body trembling in anger.

"Swallow your pride and get on your hands and knees and I'll give her right back." The Vulcan said.

A moment passed before Natsu sighed heavily and slumped his shoulders in defeat. "Fine…"

"He's doing it?" Pesky Dust, Happy, and Lisanna said in unison.

The pink haired boy lowered his head while getting on his hands and knees. "I'm sorry…about the way I treated you, sir. Please give Lisanna back."

Tears brimmed from Lisanna's eyes, touched by how Natsu would swallow his pride just to save her. She knew this was the hardest thing he had ever done. "Natsu…"

"Whoa…" Pesky Dust breathed, shocked.

"In your dreams!" The ape creature lifted up its big hand-like foot and stepped on Natsu, causing Happy and Lisanna to cry out.

"No don't!" Lisanna shouted desperately.

"That's playing dirty, you ape!" little Happy added, shaking his paw at the monster.

Pesky Dust narrowed his eyes and clenched his teeth at the monster. He should've expected that this dirty Vulcan would do something like that.

The Vulcan repeatedly stepped on Natsu at a rapid pace, and taunted, "Hoh-Hoh-HOH! You just fell for the oldest trick in the book!"

"Ow! Ow! OW!" Natsu cried painfully. After the Vulcan ceased his stomping, the young Dragon Slayer was lying in a hole with many bruises and cuts. "That…really hurt…" He moaned.

"Yeah," the Vulcan smiled haughtily, "now I'm all fired up."

Suddenly, the green ape lifted up a large boulder over his head with just one arm, causing Lisanna and Happy to scream. "Ready to crush you like the little brat you are!"

Natsu held his arms over him and closed his eyes, expecting to be crushed. All of a sudden, just before the boulder could pummel Natsu, a hand stopped it. Pesky Dust's eyes widened when he saw that the hand belonged to a tall, muscular man with shoulder length, orange hair that was slicked back. He wore a black high-collared, tattered cloak with shoulder plates, loose-fitting dark pants tucked inside his boots, and an armored waist-guard.

"You really are a nasty, stupid monkey, yah know." The man mocked, smiling confidently.

"It's Gildarts!" Natsu grinned.

Ben blinked, confused. "Gildarts? Prrr…never heard of him."

"Who are you calling a monkey, you runt?" The Vulcan retorted, pushing back on the rock; however, it was to no avail.

Pesky Dust's eyes widened slightly. This man was undoubtedly strong if he could push back on a large boulder with little difficulty.

"I'll just get this outta the way." Gildarts remarked.

Without warning, the boulder glowed white for a moment before it broke apart into tiny rocks; much to Ben and the Vulcan's shock.

'Whoa…what kind of magic is that?' Ben wondered.

"Lemme explain how things are gonna go from here," Gildarts paused as he narrowed his eyes at the ape monster with a roguish smile, "you're gonna let go of the girl, turn around, and walk away."

"I hear yah loud and clear!" The Vulcan shouted fearfully. It immediately put Lisanna down, turned around, and stomped back into the forest in panic. "I'm sorry, sir!"

"Thanks a lot!" Lisanna said, looking up to Gildarts with a smile.

"Hey, do I know you, little girl?" Gildarts inquired.

"Yes. I'm Lisanna." She smiled.

"I'll be." Gildarts put his right hand behind his head. "You're Mirajane's little kid sister."

Pesky Dust watched as a little Happy flew over to Natsu, who was sitting up from the ground. "Natsu, are you feeling okay?" He asked, concerned.

Natsu wiped a little blood from his nose, and replied, "Yeah…"

"Does anybody else see a flying cat over there, or am I going NUTS?!" Gildarts said, staring at Happy with wide eyes.

"That's just our newest Guild member, Happy." Lisanna explained brightly.

Natsu frowned and looked away in shame. "I'm sorry, Gildarts, but I…" He trailed off.

"You've grown up to be quite the man, Natsu." Gildarts proclaimed.

"Huh?" Natsu turned back to Gildarts in slight shock. He certainly wasn't expecting the strongest wizard of Fairy Tail to say that to him after he got his butt whooped.

"There's a whole lot more to being a wizard than just having magical power." Gildarts stated. "It's about having guts and standing up for those who can't defend themselves no matter what the odds may be. And you've got guts."

Natsu looked at Gildarts with a slacked jaw for a moment until he smiled widely. "Thanks!"

Pesky Dust grinned. Though he hadn't met Gildarts yet, he could already tell that he was a good, likeable guy. He wondered if he would ever get the chance to meet him someday.

Gildarts, Natsu, and Lisanna walked away down a forest path with Happy flying by them. "But…I guess having a wife is pretty manly too, huh?" Gildarts joked.

"She's not my wife!" Natsu exclaimed, annoyed.

"Ahh…don't be embarrassed." Lisanna teased.

"He luuuvvss her!" Happy added.

Gildarts laughed in response.

Pesky Dust flew behind them, wanting to see more. He still did not understand why Natsu was having a bad dream, when all the images he's seen so far were relatively good.

"Man! This fog is like pea soup!" Natsu remarked.

"It tends to get thick this time of year. So, watch your step." cautioned Gildarts.

"So magical…like we're walking on an entirely different planet right now." Lisanna commented.

"Yah think so?" Natsu glanced around.

'Yeah right…' Ben grumbled inwardly. 'This is paradise compared to some of the worlds I've been to."

"Earlier, when you were looking for me, it made me feel so good to hear your voice calling out my name through the murky fog." The white haired girl noted.

Natsu groaned, exasperated.

"Prrr…this girl definitely has the hots for Natsu." Pesky Dust snickered.

"Hey," continued Lisanna, "If I ever went missing like that again, you'd go looking for me, wouldn't you? You wouldn't just let me stay gone, right?"

Natsu blinked blankly before he turned to her. "Yeah, of course."

"I knew you'd say yes." Lisanna beamed.

"Why not?"

Instantly, the scene once again became distorted and faded away. Pesky Dust closed his eyes and prepared for another leap into another part of Natsu's dream.

…

The Omnitrix bearer opened his eyes to see that he was now in the middle of a grassy meadow. He glanced down to see Lisanna kneeling by a grave with a few rocks laid on top and a neatly carved gravestone. Natsu and Happy were off to the side, watching her curiously as she laid down a bouquet of yellow flowers in front of the headstone.

Ben knew not much time had passed since the last memory he saw since Natsu and Lisanna were still kids and Happy was still a kitty.

"Hey Lisanna, what are you doing?" Natsu asked.

"Just leaving some flowers for big brother Elfman's parakeet," Lisanna answered, smiling as always.

"Did your big brother make that headstone all by himself?" inquired the young boy.

"He loved his parakeet so much." Lisanna said. She then put her hands together, closed her eyes, and lowered her head in prayer for the deceased pet bird.

"He's better at crafting things than magic." Natsu deadpanned.

"Hey Natsu," Lisanna turned to him, "if anything happens to me, will you make my gravestone?"

Pesky Dust blinked. That was certainly an odd request…and a bit disturbing too.

"Huh? What are you even talking about?" Natsu asked, confused.

Happy frowned lightly. "Are you gonna go where the parakeet went?"

"Cut it out!" Natsu whined. "It's bad luck to talk like that…and creepy."

"Yah know, someday everyone needs a gravestone of their own." Lisanna proclaimed innocently.

After that statement, the scene once again began to fade away and shift towards another memory. However, Pesky Dust looked forward with a slightly befuddled expression. For some reason, Ben felt an ominous feeling arise in the pits of his stomach.

…

After he had made the jump to another memory, Pesky Dust looked around to see that it was late evening. The sun was setting over the horizon, casting a mosaic of orange and yellow across the sky. He was in the middle of Southgate Park in Magnolia.

The Omnitrix wearer glanced down to see an older Natsu and Happy sitting under the tree in the middle of the park. Standing in front of them, with her hands on her hips was an older Lisanna. Her white hair was a little longer, but still kept short. She wore a mid-thigh long maroon dress with a pink collared undershirt.

Ben noticed the frustrated expressions the Dragon Slayer and blue cat had as they looked away from each other. "I wonder what their problem is…prrr…"

"Natsu ate my whole fish and he didn't even ask me first!" Happy whined, an agitated vein throbbing on his forehead.

Pesky Dust sweat dropped, exasperated. 'So that's what's it…'

"Whenever I eat any fish you say it's yours." Natsu retorted.

"Geez…Natsu you're the dad." Natsu and Happy looked up to her, the latter wearing a confused look. Lisanna smiled and winked at the pink haired wizard. "So you gotta take good care of your wife and son."

A few beads of sweat raced down Natsu's face. "That was like a million years ago."

"Hey! What are you guys talking about?" Happy interjected.

Natsu blushed slightly and turned to Happy, flustered. "Ugh…nothing!"

"It's normal for families to have a fight every once in a while, but what's important is that you make up." Lisanna smile became brighter. "No matter what happens, Happy will always be our son."

Happy's mouth gaped as he sweated nervously. "I think Lisanna's gone pyscho on us!"

"Don't talk like that, man!" Natsu shouted.

"Oh, then should I talk like thiiiss?" Happy said in a Southern accent.

"You know that's not what I meant!"

"Juvenile as ever I see." Lisanna teased.

"Stop picking on me!" exclaimed Natsu.

Lisanna and Happy laughed at Natsu's embarrassment. Even Pesky Dust couldn't suppress his girlish-sounding giggles. Seeing his pyromaniac friend so flustered was hilarious! However, it did beg the question, how was this supposed to be a bad dream?

Pesky Dust was brought out of his musings when he spotted an older Elfman and Mirajane walking up to the trio. Elfman was wearing a black coat with gold buttons, black pants, and brown shoes. Mira wore knee-length black leather boots, purple shorts with a white belt, and a skimpy black tank top that revealed her stomach and cleavage. Her long white hair was tied up into a ponytail by a purple ribbon.

If Ben were human, he would have suffered from a nosebleed from the sight of Mira's impressive…assets.

"C'mon Lisanna, let's go. We gotta get to work." Elfman said nonchalantly.

"What?" Lisanna said, confused. "We just finished a job. Can't we take a little break?"

"Yeah, but it's an S-Class quest. Mirajane wants us to go along and help her out with it." Elfman replied.

Pesky Dust's eyes widen slightly. 'Mira was an S-Class wizard? But…why does she work behind the bar now? What happened?'

"No way!" Natsu shouted indignantly. "Totally unfair!"

"What kinda job is it?" Happy asked.

"An emergency request." Mira responded, with a smug smile. "It just came in. They want us to kill off this monster called The Beast. Hey…you wanna come with us Natsu? You might learn a thing or two." She then winked at him, catching Pesky Dust off guard.

"Do what? I don't want him tagging along!" Elfman protested. "I'm the man in this family and I can protect you on my own!"

"AAAHHH!" Natsu stumped around, griping, "Why you gotta hog all the fun! Take me with you!"

Mira and Elfman ignored his whining and walked off, the former sneering at Natsu's antics. Before Lisanna joined up with her siblings, she turned to Natsu with her usual bright smile.

"Natsu!" She held up her right hand with her index finger and thumb extended, making the Fairy Tail symbol. "I'll be home real soon!"

Once again, the scene began to warp and fade away as the memory ended. All the while, Ben was wondering why Natsu was so distressed in his sleep. Every memory he has seen so far involved Lisanna, and they all seemed good. Unfortunately, the teen hero would soon get his answer.

…

Pesky Dust opened his eyes to see he was in another part of Natsu's dream. He looked around to see he was in a familiar setting: outside the straw hut that Natsu and Lisanna had made to raise Happy in. However, something was definitely off. Ben glanced down to see Natsu and Elfman standing in front of the hut; the latter had a bandage around his right eye and was sobbing madly.

He was bewildered to see Elfman crying. Ben looked over to the front of the grass-made house and gasped in horror.

Positioned in front of the hut was a gravestone with the Fairy Tail mark emblazoned at the top and a name carved below it.

Lisanna Strauss

X767 - X782

Pesky Dust stared at the headstone with wide eyes and a gaping mouth. 'What? No…no…it can't be. Did she really…' He paused in thought, his body beginning to tremble.

"I'm so sorry, Lisanna!" Elfman sobbed, hanging his head low in melancholy and shame. "It's all my fault you're gone." He wept as he buried his face in his right arm. "My little sister…if only we had taken you with us Natsu this would've never happened! She'd still be alive!"

Ben clenched his teeth as his body remained petrified, an expression of shock and horror plastered on his face. He couldn't believe this. This was why he had never heard of or seen Mira and Elfman's little sister? She was dead?! To Ben, this situation seemed very familiar…

Suddenly, Pesky Dust's eyes widened further when a dark memory he had tried to repress came crashing back. The mere thought of it made his heartbeat increase and beads of sweat to fall down his face. The Omnitrix bearer was snapped out of his thoughts by a certain Dragon Slayer.

"Would you shut up!" Natsu roared, choking back his own sobs. "Enough of the blubbering already! Do you really think Lisanna would want you to carry around that guilt? How is she supposed to smile if her brother's feeling sad?"

Elfman was speechless as he stared at Natsu with wide eyes. After a moment, he whispered, "Alright…"

Pesky Dust saw Natsu's body beginning to tremble. He could tell he was struggling to control his emotions as well. "No matter what happened, she always had a smile on her face. Remember? Even at the very end…she never lost her smile. If she were here now, I'm sure she'd say, 'Whenever you're feeling down, that's when you need to smile the most.'" Natsu paused, his body continuing to quake.

Natsu turned to Elfman with a scowl, tears falling from his eyes. "So buck up! Show her a smile like a real man!"

With tears still sliding down his face, Elfman gazed at Natsu in deep thought. "A real man…"

Pesky Dust didn't have time to ponder on this drastic change in events before the scene again warped and shifted to yet another memory.

…

When the scene once again refocused, Pesky Dust glanced down to see he was still in the same place. Natsu and Happy stood in front of Lisanna's headstone, which had a bouquet of yellow roses resting in front of it. The evening sun cast its orange-yellow light across the land.

"Hey Natsu, why'd you make a grave for her all the way out here when there's already one at the church cemetery?" Happy inquired solemnly.

"This was one of her favorite places." Natsu explained sadly. "She loved…to sit and watch the sunset. As long as this is here, she'll never miss a single one."

"You're right." Happy said.

A somber moment passed before Natsu spoke up again. "I just…wish that I could keep my promise. I don't…" He sniffled, "…think I'll be able to find her this time."

"Aye" Happy said lowly, hanging his head.

Pesky Dust stared at the scene transpiring before him with wide eyes and his mouth slight agape. Now he understood the cause of Natsu's distress. Unknown to him, a few tears ran down his blue-skinned face. A traumatizing event from his past resurfaced again in Ben's mind.

Ben closed his eyes and looked away, clenching his teeth shut. He couldn't bear to watch anymore. Through the mental pain he was feeling, Pesky Dust released his connection with Natsu's mind. He had forgotten completely why he had come in the first place. All he was concerned with now was getting the hell out.

…

Erza, Lucy, Gray and Happy were silent as they stared at a motionless Pesky Dust hovering by Natsu's bed, a trail of greenish-white gas stretching from his right hand to the Dragon Slayer's head. Lucy and Gray were sitting by the table while Erza stood close by the bed, her arms folded over her chest. Happy had reawakened from his slumber minutes prior and had been brought up to speed on what Ben was doing.

At least ten minutes had passed since Pesky Dust had entered Natsu's dreams. In that time, he had floated motionless with a blank expression on his face.

"Geez…I wonder what's taking him so long." Gray muttered.

"Aye," Happy agreed. "He sure has been in there for a while."

"I wonder what he's seeing." Lucy pondered.

"I'm sure he's okay." Erza dismissed; however, the scarlet haired knight would be lying if she said she wasn't feeling a little bit worried.

All of a sudden, the green mist surrounding Natsu's head dissipated out of existence. Pesky Dust blinked and shook his head a few times, returning to reality. He reached up and tapped the Omnitrix dial, transforming back to human with his back facing the others.

"Hey! Look who's back." Gray said.

Lucy glanced at Gray, annoyed. "Where are your clothes?"

Gray immediately panicked as he gathered his clothes on the floor. Lucy shook her head and turned her attention back to Ben. "So, Ben did you fix Natsu's nightmare?" She asked curiously.

Gray smirked as he crossed his arms over his chest. "I wouldn't be surprised if you didn't find anything in there?" He quipped.

Ben did not respond as he stood stationary, his head hung low and his fists clenched. An emotionless countenance was plastered on his face.

Erza turned to Ben with a raised brow, concerned. "Ben? Are you alright?" She inquired.

The brunette didn't answer; instead, he promptly exited the room and closed the door behind him. The three wizards and cat stared at the door in confusion.

"Man…what's wrong with him?" Gray asked.

"I don't know." Lucy said in a worried tone. "He seemed…really out of it though."

"Aye," agreed Happy.

"What could he have seen in there to make him act like that?" wondered Gray.

Erza didn't comment as she gazed at the door with a worried expression. Without a word, the re-quipping mage walked out of the room, leaving the others behind in confusion. When she closed the door behind her, she looked in both directions for Ben but didn't see him. She knew Ben couldn't have gone far, unless he transformed into one of his speedy aliens.

The Fairy Queen then remembered that Ben's hotel room was just down the hallway. She went right and walked down the corridor, stopping in front of Ben's door. She knocked on it a couple times.

"Ben? Ben, are you in there?" Erza asked.

No response.

She knocked again. "Ben? Please…I-I just wanna talk to you."

Again, she received no response.

Erza narrowed her eyes and opened the door, letting herself in and she closed the door behind her. She walked in to see that the room was fairly dark, the only light seeping through the gaps in the curtains. Erza looked around and paused when she spotted something peculiar. On the wall to the right of the bed was the shadow of a figure.

Titania blinked, dumbfounded. 'How can there be a shadow if there is nothing here…unless…' Erza thought.

"Ben? Is that you?" Erza questioned.

A moment passed until a being appeared sitting on the edge of the bed. It was a large lizard-like being with purple splotched skin and a spike-shaped fin on the back of its head. It had three triangular eyes, the left being blue, the right red, and the top green. It had four-fingered hands, three toes on its frog-like feet, and a mouth full of sharp teeth. A familiar green hourglass symbol was positioned on its chest.

ChamAlien stared at the ground as he uncloaked himself in front of her. Ben had completely forgotten about the light coming through the curtains. One of the weaknesses of ChamAlien's amazing camouflage ability was that he could still cast shadows and he could be detected via scent or mana.

Erza stood a few meters away from Ben's left side. ChamAlien tapped the Omnitrix and transformed back to Ben before he turned to Erza, a melancholic look on his features.

"Ben, what did you see?" Erza asked, concerned for him.

The teen hero turned back to the ground, a gloomy shadow covering the upper half of his face. "How did she die?" Ben muttered.

Erza cocked a brow, befuddled. "Who are you referring to?" She inquired.

A long pause followed until he elaborated, "Lisanna. How did she die?"

Surprise crossed Erza's facial features. 'So that's what Natsu was dreaming about. No wonder he was distressed in his sleep.' She realized.

Erza took a seat on the opposite end of the bed, looking at Ben expectedly. The Omnitrix bearer spent ten minutes retelling the Fairy Queen of the memories he'd witnessed while in Natsu's mind.

Once Ben finished his explanation, he turned to Erza, "So, how did she die?"

Erza closed her eyes and sighed heavily. She enlightened him on how Mirajane used to be an S-Class wizard and could take on the form of a demon with her Take-Over magic. This caught Ben off guard but he didn't let it show visibly. He never pictured someone like Mira having the epithet, the She-Devil.

A couple years ago, Mira had taken Elfman and Lisanna on an S-Class quest to slay a monster called The Beast. The creature had beaten Mira and in order to save her, Elfman had attempted to use his Take-Over magic on it; however, the monster was too strong and took possession of Elfman. When Lisanna had tried to bring her big brother back to his senses, Elfman smacked her away and killed her.

Ben's eyes widened after Erza finished explaining the cause of Lisanna's death. He recalled the memory of Natsu and Elfman standing by Lisanna's grave, and realized why the latter was blaming himself for her demise. He lowered his head in grief, feeling empathy for the guilt that Elfman no doubt still carried with him.

A moment of silence passed between the shape-shifting hero and re-quipping knight. Erza eventually turned to Ben, who was gazing at the floor, distraught. There was something that Erza was wondering about.

"Ben…I understand that it must've been hard to witness those memories; after all, Lisanna's death still weighs heavily on the hearts of everyone in the Guild who knew her; especially Mira and Elfman. But why are you so upset by it?" Erza asked, confused.

Ben remained silent as he stared at the carpeted floor, lost in his thoughts. Subconsciously, Ben lifted his left hand and subtly touched the right side of his chest. "I…" he choked out, "I'm still not ready."

Erza stared at Ben, her brown eyes able to pierce into his soul. After a moment, she closed her eyes and nodded in understanding.

"Erza, I appreciate your concern, but…please…I need to be alone for a while." Ben murmured forlornly.

Erza stared at Ben for a moment before she nodded. "Very well," Erza complied and stepped toward the door. However, before she turned the knob, she said, "If you ever need to talk, I'm here for you, Ben."

With that said, Erza exited the room and closed the door behind her. The scarlet haired wizard ambled back to Natsu's room slowly. Though she respected Ben's request, she was still greatly concerned for him.

'You know of my past now, Ben.' Erza thought. 'But what was yours like? Where did that scar come from? …Ben…'

…

The next day, the Ultimate Team departed from Akane Resort and embarked on a train back to Magnolia. Natsu was unaware of Ben probing into his mind, and the others wanted to keep it that way. It seemed Natsu had completely forgotten about his nightmare since he was back to his usual cheerful self. That is, until they got on the train; though Erza was grateful enough to knock Natsu out so that he wouldn't suffer on the way back.

Ben seemed to be acting normal; however, Erza could tell that he was feigning it. He was just as depressed now as he was yesterday. He just didn't show it outwardly.

While Natsu was unconscious, Gray asked why Ben had abruptly left the room yesterday after coming out of Natsu's dream. Lucy and Happy expressed their curiosity as well. Ben looked away and did not respond. Before they could inquire further, Erza sternly interjected and told them to leave it alone, and that he would tell them when he was ready. The subject was immediately dropped after that.

A few hours later, the Ultimate Team finally arrived in Magnolia. As soon as Natsu stepped off the train, he was back to his normal self and exhaled a torrent of fire. Erza promptly slapped him on the back of the head, which brought a smirk to Gray's lips.

The superhero and wizards walked down the cobblestone streets toward the Guild Hall, Erza pulling her cart of luggage behind her. Everyone was wearing their usual attire, besides Erza who was adorned in a white collared shirt and a black knee-length skirt. The group of wizards talked animatedly about the trip and how they were eager to see everyone.

Ben, meanwhile, was quiet as he tagged at the back alongside Erza with his hands in his pockets. He wore a neutral expression and stared off into space, not paying attention to the wizards' conversation. His mind was off in another place, still going over his experience within Natsu's dream.

Without warning, Ben grunted and stumbled a couple steps before correcting himself. He clenched his eyes shut and held his forehead, feeling a sharp wave of pain and disorientation in his head. Erza paused and glanced back at him.

"Ben? Are you alright?" Erza asked, concerned.

"Ugh…" Ben groaned lightly before reopening his eyes and giving the redheaded mage a small, reassuring smile. "Yeah…fine. Just got a headache. That's all."

Ben proceeded to amble down the street with the others. Erza stared at him attentively for a moment before joining up with him and the team.

A few minutes later, the group made it to the Guild Hall's entrance; however, they were met with a big surprise, literally. The new Fairy Tail Guild Hall had been completed!

It was a three story building that strongly resembled a castle, having battlements on top of its two upper floors, while the ground floor had a more Western-looking roof that consisted of many small, square tiles of different size. Over the battlements several large torches were lined up. Topping the building and the last floor was a small, tower-like dome containing a large bell, which had a pointed roof made of tiles; two more towers were present on both sides of the entrance, these having elongated glass windows running through them and weathercocks shaped like Fairy Tail's symbol on their tile tops. The front part of the top floor housed a large banner with the Guild's symbol on it, while two smaller banners had been placed at its sides.

The Ultimate Team stood at the gates of the new Guild Hall, which now had a stone fence topped with a decorated railing surrounding it. Natsu, Gray, Lucy, and Happy stared at the stone, castle-like building, shocked and dumbfounded. Ben's mouth gaped slightly in surprise while Erza cocked a brow.

"Wow…" Lucy said, awed.

"Well, this is a surprise." Erza commented.

"No kidding." Ben agreed.

'How did they finish it so fast?' wondered Ben.

"They finished building it!" Natsu, Lucy, and Happy yelled simultaneously.

"There it is, Fairy Tail's new Guild Hall!" Gray stated proudly.

The group walked through the gates to see many members lounging in an outside café complete with dozens of tables, benches, and striped umbrellas.

"Are you kidding me? We've got a café now?" Gray said.

Natsu's eyes widened and his jaw dropped at how drastically the Guild Hall had changed. Lucy glanced to the left and sweat dropped at what she saw. There was a small gift shop composed of bricks and sported a wooden counter. It displayed a variety of items such as shirts, coffee mugs, knickknacks, and toys. 'Fairy Tail Goods Shop' was emblazoned on a wooden sign on top of the small store.

"Do we really need a gift shop too?" Lucy moaned, exasperated.

"Hey there." The guy behind the counter greeted. This was Max Alors. He was a slim, young man with bowl-shaped, beige hair. He was in charge of handling the Guild's social activities and specialized in a Sand Magic known as Sandstorm. "Glad you guys made it back okay. What's new?"

"They got you working the gift shop, Max?" Happy asked, flying over to him. "It's been a while since we've seen you around the Guild."

Max smiled sheepishly and scratched his right cheek, and explained, "Well, master made me go back to school because he wanted me to take some business classes."

"You're Max Alors!" Lucy stated, popping out of nowhere. "I've read all about you in Sorcerer's Weekly!"

Max turned to her and smiled widely. "Yes ma'am. That'd be me, and you know I've heard a lot about you, Lucy."

Lucy held her cheeks and shrunk, embarrassed. "I don't even wanna think about the crazy things they probably told yah."

Ben walked closer to the gift shop to get a better look. "A gift shop, huh?"

"Yep," Max replied. Humming, he held his chin and looked at Ben. "Wait…you wouldn't happen to be that new Take-Over wizard, Ben Tennyson, would you?"

Ben groaned inwardly from being called a wizard. That was really getting tiresome. He didn't know how many times he had to tell these people he was a superhero rather than a wizard. However, he wasn't really in the mood to make an argument over it so he went along with it.

"Yeah, that's me." Ben answered nonchalantly.

Max grinned. "I've heard some incredible things about you! You got dozens of Take-Over forms, including a giant titan." He then smirked and crossed his arms over his chest. "I also caught wind of that rumor of you and Erza destroying a volcano. Is it true?"

"Indeed it is, Max." Erza confirmed.

"Nice," Max commented. "That's awesome!"

"So what kind of stuff are you selling here?" Happy asked.

Max chortled lightly. "We got t-shirts, wristbands, mugs, towels, and of course there's our most popular items…" the beige haired man picked up a box that was full of action figures based off of the alien forms that the Guild had seen from Ben.

There was: Four Arms, Shocksquatch, Heatblast, Rath, Swampfire, Water Hazard, Jetray, Wildvine, Big Chill, Brainstorm, Lodestar, Fasttrack, Upchuck, Grey Matter, Gravattack, Cannonbolt, and Way Big which was three times larger than the others.

"Whoa!" Happy's eyes lit up with stars when he spotted the Rath action figure, and picked it up. "A Rath action figure! Super cool!"

Ben looked at the toys in slight surprise. He was quite impressed how accurate the designs of the toys were of his aliens. "You made toys based off of my transformations?"

"Yep," Max nodded, holding up a Brainstorm toy. "I gotta say these babies are flying off the shelves like hotcakes. The kids can't get enough of them! We'll be adding more when we see the rest of your forms."

Ben smirked. "You're probably gonna have to build a new section for the store then."

"How much for the Rath action figure?!" Happy demanded eagerly.

Lucy sweat dropped. "Why am I not surprised that you're going crazy over the Rath toy?" She muttered.

The Ultimate Team left the gift shop and opened the main doors to the building. The first floor greatly resembled the old building, but it was much larger in size with more tables, benches and several long beams that supported wooden mezzanines on both sides of the hall. A long counter stretched down the right side of the wall, and above it was a large banner bearing both the Guild's name and insignia.

The Request Board was to the immediate right and an information desk to the immediate left. A few meters in front of them, there were two dozen restaurant tables that stretched across the length of the room. The tables end at a large, wooden stage that had four staircases behind it on both sides. Two of the staircases led upstairs and two of them led downstairs. In the upper right hand corner of the Guild, there was a rest/shower room. The building also had a kitchen, a Data Storage Room, a library, and a large, interior swimming pool behind the stage.

Lucy and Happy marveled by how amazing the new Guild Hall looked while Gray, Ben, and Erza simply smiled from the new interior design.

"Wow…so pretty…" Lucy and Happy admired.

Erza crossed her arms over her chest and smiled, nodding in agreement. "I could get used to this."

"Yeah…this is pretty nice; it's a lot cooler than the old design" Ben commented. He grimaced slightly when he felt another sharp headache. He had been getting sudden head pains since the ride home from Akane.

'That's weird.' Ben noted. 'I wonder why I'm getting these headaches all of a sudden…'

Gray glanced over to Natsu, who was sulking and had the lower half of his face covered by his scarf. "Hey man, what's wrong?" He asked.

"I'm not good with change." The Dragon Slayer grumbled.

"It's so great to have you back, Lu!" Levy shouted happily. She had changed her attire to an orange sleeveless vest, orange gloves that stretched to her elbows, black pants, and maroon-colored boots.

"OH! Hi, Levy!" Lucy greeted.

Levy smiled brightly. "Isn't this awesome!? Guess what? Now we got a swimming pool behind the bar," she motioned to the indoor pool.

Lucy sweat dropped. "That's kinda weird."

"It's just not the same." Natsu grumbled.

"And we even have a game room down in the basement." Levy continued.

"Does it need to be this big?" Lucy sweat dropped again.

"I don't like it." Natsu muttered.

"But the biggest change is upstairs," Levy proclaimed, pointing up to the mezzanine, "cause everyone's allowed to go up to the second floor."

To prove her point, Elfman walked up to the railing and gave them a lazy salute. "Yo!"

"Oh wow" Lucy commented.

"Master actually lets more of us go on S-Class quests, but…only if an S-Class wizard agrees to go along." The petite girl explained.

Before anyone could comment, Master Makarov walked up to the team. "Well, I'm glad you dunderheads made it back safely."

"Master?" Erza said.

The group turned to the dwarf-sized man and were slightly taken aback to see Juvia standing by him, only her look had changed. Her hair had been cut at shoulder-length and was spiky at the ends. She wore a white button-up shirt, white gloves that reached her shoulders, and a blue spaghetti strap shirt atop her white shirt with light blue trim and was zipped up on the front. She was also attired in a blue skirt, white boots with blue toes, and a white and blue Russian hat.

"I'd like you to meet our newest member, Juvia." Makarov introduced. "Isn't she a cutie?"

Juvia bowed formally and smiled. "I can't wait to work with you." She said eagerly.

Gray chuckled. "So you actually made it in, huh?"

Ben smirked. "I knew she would."

"Thanks so much for helping us in Akane." Erza thanked.

"No. I should be thanking you," Juvia replied happily, "because now I found a new Guild."

Lucy smiled and waved at the rain woman. "Hey girl!"

Suddenly, a dark aura cast off of Juvia as she shot Lucy a menacing expression. "We will fight for Gray." She whispered.

"That won't be necessary…" Lucy responded, exasperated.

"We've also added another new member to the Guild." Makarov proclaimed. "Someone you might recognize."

"I wonder who it is." Happy said.

They turned around and shocked expressions immediately appeared on their faces.

Lucy gasped, unable to respond.

"What!?" Gray yelled. "Him?! Are you kidding me!"

Gajeel sat at a table a few meters away, scowling at the group with narrowed eyes.

Natsu and Gray got in fighting stances, both glaring angrily at the Iron Dragon Slayer. "Gajeel!" the former shouted.

"Why'd you let him in here, gramps?" Gray demanded.

Juvia got in-between the Dragon Slayer and Ice-Make wizard, holding her hands up in a placating manner. "Calm down! I asked him to come along with me." She assured.

Erza gritted her teeth and shot Gajeel a dangerous look. "I don't mind Juvia, but he's the one responsible for destroying our Guild Hall the first time!"

Gajeel merely looked away and lightly scoffed.

Ben, meanwhile, was silent as he stared at the spiky, black haired wizard with narrowed eyes. He could understand his friends' reactions toward Gajeel; after all, he was just as surprised as them to learn that he had become a member of Fairy Tail. However, there was something about Gajeel that seemed familiar to Ben.

"Now, now," appeased Makarov, "remember what I taught you. Yesterday's enemy can be today's friend, right?"

"Yeah," Levy said weakly, crouching low behind a bench nervously. "If I'm okay with him being here, then you should be too."

Jet and Droy, however, didn't agree as they glared daggers at the Iron Dragon Slayer.

Natsu slammed his hand on the table Gajeel was sitting at. "There ain't no way! I can't work with someone I can't trust!"

Gajeel turned to Natsu with a smug smirk and a dark shadow on his face. "What's the big deal? It's not like I wanna be your buddy."

"Man that's cold!" Natsu remarked.

Gajeel stood up and returned Natsu's glare. "The only reason I'm here is to get work." He stated. "I hate this stupid Guild and everyone in it, but times are tough so I had no choice but to join."

"Shut up, loser!" Natsu yelled, clenching his fists.

Gray glowered coldly at Gajeel while Juvia was sweating bullets as she held up her hands in defense. "I'm sorry, but Gajeel was having a hard time finding work and I just couldn't turn my back on him." the rain woman freaked out even more in fear that Gray may have taken her explanation the wrong way. "But I don't want you to think I have a crush on him or anything!"

"I know you kids don't like it, but as the master of this Guild it is my duty to help those who have gone astray find the right path." Makarov declared. "Give him a shot, you might find out he's a nice guy." He then looked away and muttered, "At least I hope so."

"Well, I may not agree with you but I will respect your decision." Erza replied. The redheaded mage then glanced to Ben on her right, who had remained silent throughout the exchange. "What do you think, Ben?"

A moment passed before he answered, "I think we should give him a chance."

Erza, Lucy, Gray, and Happy's eyes went wide from shock as they turned to Ben.

"Seriously!? You sayin' you trust him?!" Gray accused crossly.

"Trust him? No. Not at all." Ben replied stoically. "However, I do believe in second chances. Back home, my best friend, Kevin, used to be a psychopath bent on killing me. People can change. I'm not saying we'll all be buddy-buddy with Gajeel, but I think we should give him the benefit of the doubt for now."

The four looked at Ben, surprised by how wise he sounded. A small smile appeared on Erza's face.

"See? Ben gets it." Makarov spoke up. "You're all just worrying too much."

"Regardless," Erza frowned and glared at Gajeel once more, "I warn you, I will be keeping a very close eye on him."

Makarov sweat dropped. "Fine"

Meanwhile, the two Dragon Slayers scowled and snarled at one another.

"They act more like dogs than dragons." Macao joked, holding up a mug of beer. "Don't yah think?"

Happy was eating a fish right next him, and chimed, "Aye, sir! You might wanna break out the muzzles to be safe." '

"Man," Natsu sulked as he walked away. "This new Guild Hall just doesn't feel right."

All of a sudden, the lights went out and the room was shrouded in darkness. Then, the spotlights above the stage came on to reveal Mirajane sitting on a stool holding a guitar and a microphone with bird-like wings hovering in front of her mouth. Murmuring echoed through the Guild Hall as everyone turned their attention to the white haired maiden.

"Hey! We made it back, Mira!" Natsu called out.

"Good to see you." Mira said over the mic. "I'd like to dedicate this song to Fairy Tail's Ultimate Team, and congratulate them on their safe return."

Mira strung a note, causing the crowd to break out in excited applause.

"Knock 'em dead, Mira!" a man shouted.

"Yeah!" One mage held up his mug.

"We love you, Mira!" another added.

"As I walk past your room…" Mira sung with an angelic voice, "…my shadow walks through your door…One more day you're not here…"

As Mira continued singing, a few men in the crowd whistled while the rest simply listened. The Ultimate Team sat at a table together, listening to Mira's beautiful singing voice with content smiles; except Natsu who laid his head on the table, still grumbling over the new Guild Hall.

Ben was very impressed by how well Mira could sing. She was like an angel! Ben's smile soon shifted into a desolate smile as he looked away, thinking back on his experience in Natsu's mind and another certain memory that he wished he could move on from.

Erza glanced to her left and noticed Ben staring off into space. She blinked. This was the third time she had seen Ben look so distant; the first time at Peony and the second at Akane Resort.

"Ben?" She said softly.

Ben didn't respond, seemingly unaware of anything around him. Concern plastered on her face as she reached out and lightly grabbed his right arm. Suddenly, Ben was brought out of his daze and looked back to Erza.

The re-quipping mage and shape-shifter looked into each other's eyes for a moment. Erza then smiled warmly, happy that he wasn't so distant anymore. Ben blinked. Seeing Erza smile and having her soft hand on his arm caused a strange feeling to bubble in his stomach. With a small blush, Ben smiled back. The two turned their attention back to Mirajane.

Makarov, who was sitting on a table behind the Ultimate Team, had seen Ben and Erza's exchange and smiled. "I'm so happy they made it back safely."

The Fairy Tail master then glanced toward Ben with a thoughtful look. 'Hmm…I could've sworn I sensed something coming from Ben for a moment until Erza snapped him out of his daze. What was it?' He shrugged. "I may have just imagined it…"

Makarov looked around at all the happy faces of the Guild members. 'I can't believe how fast my Fairy Tail children are growing up. Maybe it is about time for me to start thinking about…retiring.'

A moment later, Mira finished singing her wonderful song. The crowd stood up and rewarded her with a thunderous applause.

"Awesome!" Macao shouted. "Who's up next?"

The spotlights went off for a moment as a figure obscured in darkness appeared on stage. When the lights came back on, Gajeel was sitting on the stool wearing a white tuxedo outfit, a white fedora, and a pair of onyx sunshades. He held a heavy metal electric guitar in his hands.

Immediately, the jaws of everyone in the crowd fell to the floor as their bodies went pale from shock. The Ultimate Team shared similar expressions to the other Fairy Tail members. Even Ben and Erza, who were usually composed, looked on at the baffling sight with wide eyes and sweat drops falling down their faces.

"Huh? What the…" Natsu trailed off, dumbfounded.

"Wrote this little ditty that I call 'Best Friend'," Gajeel said over the microphone-bird thing. "Would you like to hear it? Well, here we go."

Unsurprisingly, rounds of 'boos' echoed through the crowd as they started throwing various items at Gajeel.

"I ain't listening to you!" One wizard yelled.

"Yeah! Get off the stage, yah bonehead!" Another added.

Despite the booing, Gajeel chose to sing anyway. "Sparkling, colorful, shoo-bee-do-ba! You caught my eye like…"

The jaws of the Ultimate Team dropped as they instantly turned white in shock from Gajeel's singing. Ben thought his mouth was going to fall to the floor. 'W-w-what the…' he stuttered inwardly.

Suddenly, a few cheers sounded out through the crowd of 'boos'.

"Whoa…" Levy remarked, wide-eyed.

"He's not half bad!" Elfman commented.

"Show them what you can do, Gajeel!" Juvia encouraged.

Macao, Wakaba, Max, and Elfman both shouted simultaneously, "ROCK ON!"

The rest of the Fairy Tail guild seemed to disagree as they were still throwing random items at Gajeel.

"Sha-la-la…one bite is never enough…"

As Gajeel continued to sing, a tic mark throbbed on Natsu's head as he covered both ears. "OH MAN! This has got to be the worst song I've ever heard!"

Without warning, Gajeel's guitar went flying through the air and smacked into Natsu's face. With a vein throbbing on his forehead, Gajeel ended his song with a tune from his harmonica.

"You wanna piece of me?!" Natsu roared, enraged.

Instantly, Natsu and Gajeel jumped in the air and exchanged powerful kicks. "Shoo-bee-do-ba!" the latter remarked.

Everyone paused and watched as a dust cloud formed around the two fighting Dragon Slayers. "Enough sho-lee-be-do!" Natsu demanded.

"Shoo-be-do-ba, yah moron!" Gajeel countered.

Makarov began to shake nervously as sweat drops raced down his cheeks. "Please! Stop!" he begged, a tear falling from his eye.

Natsu was just about to punch the iron mage until a beer mug slammed into his face. He turned to the direction it was thrown from, his expression distorting into a scowl. "Alright, which one of you threw that?! HUH!?"

Gray sat up from the Ultimate Team's table, fed up with Natsu's antics; however, the ice mage unknowingly bumped into Erza and caused her to lose her grip on her plate of strawberry cake, and accidentally knock her strawberry smoothie mug off the table.

"Natsu! Would you quit screwing around already!" shouted Gray.

The dessert and smoothie fell over Ben's lap, but the shape-shifter was quick to catch both of them before they hit the floor. He held them up to show he had caught them, which brought a smile to Erza's face. Suddenly, Elfman appeared out nowhere at Ben's left and bumped into him, causing him to drop the cake and smoothie to the floor.

Erza's eyes went wide in horror as her face paled. 'My smoothie…and my cake…' she thought. The Fairy Queen then let out an uncharacteristic scream.

"If you were real men you would take this outside!" Elfman proclaimed loudly.

Ben felt a shiver go up his spine. He could sense the dark, unsettling aura wafting off of Erza. Not wasting a moment, the teen hero immediately stood up and promptly ran for cover. Without warning, Erza re-quipped into her Heart Kreuz armor and delivered a fearsome kick into Elfman's face.

"Watch it, you oaf!" Erza yelled.

Ben jumped over the bar counter and crouched low along with Lucy and Happy. Within seconds, an all-out brawl broke out in the Guild Hall. Natsu, Gray, and Gajeel were trading blows and Erza was terrorizing anyone close to her out of rage from losing her precious cake and smoothie. The rest were either using magic attacks or exchanging punches and kicks; some of them were doing both.

The trio let out sighs of exasperation. Though they had gotten a new building, the Guild was just as rowdy as ever. In the midst of the battle, Master Makarov could be seen crying his eyes out as his new Guild Hall was quickly becoming a wreck.

Natsu glanced around at the brawl taking place around him with a toothy grin. "Now it's starting to feel like home."

"Quit smiling!" Gajeel shouted, slamming his Iron Club into his face.

"Oh brother…" Lucy moaned, annoyed. "At this rate we'll have to build another Guild Hall."

"Aye," Happy agreed.

Ben didn't comment as he folded his knees up to his chest, staring off into space again. The Celestial wizard and blue cat looked over to him. "Ben?" The former said.

"Hmm?" Ben turned to her, snapping out his stupor.

Lucy poked her index fingers together in a timid manner. "I don't suppose there's any way you could stop all this, huh?"

Ben was silent for a moment as he glanced up over the counter to look at the fray. It was really getting intense. He let out a long sigh, and replied, "Yeah…I suppose I should."

The brunette stood up and activated the Omnitrix. He scrolled through his transformation playlist until he found the form he wanted and selected it. He was about to slap the core down until he froze.

Ben let out a painful groan as he clutched his forehead, clenching his eyes shut.

'Damn headaches again…it feels more…painful…'

This didn't go unnoticed by Lucy and Happy, who looked at him in concern and bewilderment.

"Hey, what's wrong?" Lucy asked worriedly.

"Are you okay, Ben?" Happy added.

Ben groaned louder. "Ugh…y-yeah…I-I just got a migraine…t-that's all…"

Suddenly, Ben tensed up as his eyes widened and his heart skipped a few beats. A few drops of sweat formed on his forehead as he stood petrified. Shockingly, his irises flashed a dark amethyst before changing back to green, his pupils shrinking drastically. Lucy and Happy saw this and let out surprised gasps. What was that?

"Ben…" Lucy stammered, concerned.

Ben's eyes rolled back in his head as he suddenly fell to the floor with a loud thud, unconscious.

"BEN!" Lucy and Happy cried.

The blonde girl quickly kneeled by Ben's right side while Happy stood on his left. Lucy shook Ben by his shoulders, hoping that might wake up him but she was met with negative results. His body was limp.

"Ben? Ben! Wake up!" Lucy hollered fretfully.

"I don't think that's going to work, Lucy." Happy stated frantically. "He looks really out of it."

Lucy reached for Ben's wrist and felt his pulse and discovered it was slow. She then glanced up at his face to see it was becoming slightly paler. Both were not good signs. The Celestial mage placed her hand on her forehead and gasped as she pulled away.

"Lucy, what's wrong?" the azure cat inquired.

Lucy began to tremble in apprehension. "H-h-he…he's cold…" She stammered.

"What?" Happy's eyes widened, shocked.

The Celestial mage trembled in fear for a short moment before she screamed at the top of her lungs. "HELLLP! SOMEONE HELP!"

Lucy's scream was loud enough to be heard over the shouting and fighting. Everyone immediately stopped what they were doing and looked over at Lucy.

Gajeel had Natsu in a headlock and punched him before he averted his attention toward Lucy. "What's blondie's problem?" He asked, annoyed.

"HELP! It's Ben! He needs help!" Lucy cried.

"Yeah," Happy chimed worriedly, "he's not looking good over here, guys!"

Erza dropped the bench she was going to use to smack her opponents with. A look of utter trepidation appeared on her face as she heard that Ben was in trouble. Without a second thought, the scarlet haired mage rushed over to the bar area with Natsu and Gray following her lead.

Master Makarov and Mirajane pushed past through the crowd and got behind the bar area. Natsu and Gray stood aside as Erza and Mira kneeled by the unconscious Ben along with Lucy. As Mira checked his vitals, Erza gazed down at Ben. She didn't feel it before, but now she could sense an unknown, dark aura coming from him. What was this?

Erza turned to Lucy with a stern expression. "What happened?"

"H-he…he was about to stop you guys from fighting and then he just fell over." Lucy stuttered fearfully.

"His eyes flashed purple too!" Happy added.

The group's eyes widened from this revelation. "His eyes…" Erza trailed off, lost for words.

"What does that mean?" Gray questioned.

"His vitals are low, and…I can sense something from him…" Mirajane said. She too couldn't identify this strange sense.

"Move aside!" Makarov ordered as he hopped down from the counter.

Mirajane, Erza, and Lucy stood up and took a few steps back as they gave the old man some room. Makarov stared down at Ben's inert form with a serious look. He placed his right hand on the brunette's forehead and gasped in alarm.

'I knew I wasn't imagining things earlier. There is…some kind of Dark Magic in his mind.' Makarov thought.

"Master?" Erza said.

"Get Ben and follow me!" Makarov commanded as he made his way to the front doors. "We have to go NOW!"

The other members were all a bit shocked and worried from how urgent their master sounded. Even Gajeel seemed to be a bit curious as to what was going on with the 'Take-Over wizard' as he called him. He crossed his arms over his chest and watched the scene unfold with narrowed eyes.

Natsu picked Ben up and threw him on his right shoulder, following Makarov out of the building with Erza, Lucy, Gray, and Happy right behind him. The wizards looked on in bafflement and anxiety as the master and Ultimate Team ran out the door.

The group rushed down the relatively empty streets of Magnolia. A few onlookers looked at them in confusion.

"Gramps!" Natsu called out. "What's going on? What's wrong with Ben?"

"There's no time!" Makarov shouted.

"Uh…isn't the hospital the other way?" Lucy mentioned nervously.

"We're not going to the hospital. Those doctors won't be able to help him." Makarov stated. "There's only one person I know that can identify that magic inside Ben and possibly cure it."

The team looked at their Guild master in confusion. Erza's eyes widened when a light-bulb shined in her head. 'Wait…could he mean her?' She wondered.

Her hypothesis seemed to be proven correct as Makarov led them to a dirt path that led into the East Forest. Erza glanced over to Natsu, who was carrying Ben's motionless form. She gritted her teeth, trying to calm the storm of emotions inside her.

'Ben…please…stay strong for us…for me.' She thought.

…

A/N: Well…let me just say that college is a bitch! It does have its perks, but it also has its drawbacks. Such as not being able to update as often since I'm studying and working on assignments all the time. Hell, I got two assignments this weekend!

Anyways, I'm just happy that I could finally get this up. What did you all think? I know you're all wondering what will happen next, huh? It's the start of my first original arc in the story. I'll give you all a brief summary, but nothing too major.

Upcoming Arc: Entrapment – The spell that Jellal cast on Ben in the Tower of Heaven has taken full affect and is attacking his mind. It's up to Natsu, Gray, Erza, Lucy, and Happy to go into Ben's mind and save him. Along the way, they witness some of his memories and fight a few of the villains he has fought. Erza discovers a tragic secret of Ben's past. Will they save him in time? Or will he fade away into oblivion?

Pretty cool, huh. I don't want to hear complaints from you people who want to see the Fighting Fest now. I'll get to that in the future. Right now, this original arc is important for several reasons. Reason that I will not reveal at this point.

Oh, my good friend TallGuy94 has made a cover-art piece for this arc as well. I will set it as the current cover for this story, but if you want to see a bigger version, the link will be on my profile page.

I would like to thank TallGuy94 for also providing me some good feedback and advice in developing this chapter and upcoming arc.

Please leave any comments or critique in the review box. Remember flames will…uh…who haven't I used…aw whatever! Just don't flame! They're stupid and pointless.