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

26. Chapter 26

…

Ultimate Fairy

Chapter 26: Entrapment, Part III

Darkness Within

…

Last time on "Ultimate Fairy"…

"Wait a second…" Natsu looked around, "how come we haven't fought anyone else yet?"

"Natsu makes a good point." Erza agreed, turning back to Azmuth. "I'm surprised the Entrapment spell hasn't sent anything else to stop us yet."

"I'm also concerned." Azmuth admitted. His green eyes then narrowed. "But, I warn you, keep your guard up."

The team nodded while Lucy trembled lightly. Natsu saw this and laid a supportive hand on her right shoulder. "Don't worry, Luce." He grinned toothily. "We'll be fine! And we're gonna save our pal, Ben. You can count on it!"

Lucy stared at Natsu in shock for a brief moment, and then smiled confidently. She nodded in agreement.

With that, the Fairy Tail wizards and subconscious manifestation entered the luminous sphere and advanced to another memory of their shape-shifting friend.

…

After witnessing Ben's first encounter with his arch-nemesis, Vilgax, the Ultimate Team was shocked by how powerful the warlord was; especially when they heard that he had survived his ship's destruction. However, they moved past that and entered the gateway, and on to the next memory.

A bright flash filled their vision, and once it died out, they were now in another setting. The wizards and cat looked around at their surroundings and were quite befuddled. They were now inside what appeared to be a circus tent. It was rather dark as the only lighting was being shined down on the red and white stripped circle-shaped arena in the center.

"Where are we?" Natsu asked, looking around.

"Looks like a big tent." Happy replied.

"A circus tent?" implied Gray.

"Yes," Azmuth clarified. He was now standing in front of the group with his hands behind his back. "But this circus is not exactly what you're used to."

"What do you mean?" Lucy inquired curiously.

The subconscious manifestation turned away to face the circular arena. The group followed his gaze to see young Ben in the center, lying on his stomach.

"Watch and you'll find out." Azmuth replied.

The group watched on and was confused to see a creepy-looking clown walk into the light. He wore big, floppy black shoes, baggy grey pants and a grey shirt with three, big black buttons, and a black jacket that had black and grey stripped sleeves and four blue gems. On top of his reddish-maroon hair was a big, black top hat with another blue gem in the center. His face was painted white, his lips were purple, he had a dark blue round nose, and his eyes were yellow with black pupils. His appearance aside, what really made him creepy was his wide smile that exposed his rotten yellow teeth.

"A clown?" Gray said, unimpressed.

"A creepy clown," Lucy mentioned, stammering.

Ben turned and looked up at the clown with a fearful expression. The group was caught off-guard when they heard wailing moans filling the room.

"What is that?" the ice wizard asked.

"Where's it coming from?" Lucy shrieked, startled by the sudden creepy moaning.

"It sounds spooky…" Happy stammered.

Erza narrowed her eyes at the clown, only for them to widen when she saw what appeared to be ghosts moving inside the clown's blue gems.

"What are those?" Erza said.

"They look like ghosts!" Happy cried, scared.

"Now…don't tell me you're afraid of old Zombozo." The clown taunted.

"Zomboko?" Natsu scratched his head.

"Zombozo" Happy corrected.

Young Ben's eyes widened when he saw an apparition of Gwen in the gem on Zombozo's hat. Her skin was wrinkled and her body was on fire, but what was even more frightening was that she was laughing the whole time. Ben crawled back and got on his knees, lowering his head.

"W-what do you want?" He requested.

The team's eyes widened from shock by how Ben was acting. Why wasn't he fighting back with the confident, bravado attitude they were used to?

"What? I don't get it. Why isn't he fighting back?" Natsu demanded.

"Yeah," Gray agreed, cocking a brow in confusion. "I know that guy's creepy and all, but he shouldn't give in that easily."

Erza glanced down to Ben's subconscious. "Azmuth…?" she probed.

Unexpectedly, the manifestation looked away and scratched the back of his head sheepishly. "Well…believe it or not…Ben used to be afraid of clowns."

The group was silent for a moment before they shouted, "WHAT?!"

"Ben used to be afraid of clowns?" Happy asked in disbelief.

Azmuth begrudgingly nodded.

Natsu began to laugh hard, grabbing his sides. "HAHAHAHA! Oh wow! You telling me ole Ben used to be scared of guys with big rubber noses, crazy hair, and big shoes! HAHAHA!"

Erza growled and clenched her eyes and fists shut. Suddenly, an armored fist struck the Dragon Slayer, sending him sprawling to the ground; much to the others' surprise.

"Be silent!" She commanded, a vein throbbing on her temple. "We all have our own fears!"

At that moment, Erza recalled a certain, perfume-using wizard from Blue Pegasus and shuddered.

"Besides, you got no room to talk, Natsu." Gray retorted. "You get squeamish every time you set foot on something that moves."

"Where are your clothes!?" Lucy exclaimed.

True enough, the ice wizard had stripped down to his boxers without realizing it…again.

"Crap!" Gray quickly scrambled for his clothes.

"Still…why would Ben be afraid of clowns?" Happy wondered.

"Take one good long look at him and you'll see why." Azmuth replied, pointing at Zombozo.

After hearing Ben's question, Zombozo's creepy smile widened as he snapped his fingers. As a result, a light shined down on the other end of the tent. It was a large, unusual machine with five big, blue gems that were similar to the ones on Zombozo's clothes. Inside those circular orbs, the images of ghosts could be seen. On top were a set of intricately shaped pipes that were pumping out steady streams of smoke.

Suddenly, a long, metal tube stretched out from the machine and connected to Zombozo's back. Zombozo then arose into the air and looked down at Ben with a big, horrifying smile.

"Okay! I can see why he's afraid of him now!" Lucy trembled, covering her eyes from Zombozo.

Zombozo moved a couple meters in front of Ben, floating a few feet off the ground. "Only what every clown with his floppy shoes wants…to make people laugh!" His expression then became maniacal as he spoke in a low, disturbing voice. "Then drain all their positive energy…like a sponge in a pool party!" His face returned to normal as he shrugged innocently. "Is that so wrong?"

The group stared at the clown with unsettled looks.

"Okay…if all clowns in Ben's world are like that…I can see why he was scared of them." Gray admitted.

Still looking down, Ben demanded, "Is that the machine you used to suck the happiness out of your audience?"

"I call it the Cy-Clown!" He responded, glancing back at the machine. "Clever, eh? Soon I'll be taking my act to the big cities. Millions of people laughing for me…feeding me…making me stronger!"

"What a sick man…" Erza muttered, narrowing her eyes at the disturbing clown.

"Aye," Happy agreed.

Ben looked back up at Zombozo. "I…want my cousin back!"

"Cousin?" Zombozo leaned down, and then stood back up. "Didn't you hear?" He pointed several meters behind him to reveal Gwen lying on the ground unconscious, her skin wrinkled up; much to Ben and the Ultimate Team's shock. "She ran away with the circus!" Zombozo joked.

After getting over his initial shock, Ben looked back at Zombozo and stood up, narrowing his eyes in anger. "Oh, you're funny…" Ben activated the Omnitrix, "but I'm gonna get the last laugh!"

After slamming the dial down, his body was engulfed in emerald light. When the flash died away, it revealed a ghostlike form with black cracks over its body. This was the form known as Ghostfreak.

Zombozo looked up at Ghostfreak blankly for a brief moment before he smiled and shook his hands, indifferent. "Nice try, kid," He puffed out his chest and folded his arms. "But I sell the tricks. I don't buy 'em."

The wizards and cat groaned from Zombozo's quip.

"I just figured out…that there's something I'm even more afraid of than you…" Ghostfreak stated in his raspy voice. He reared back his right fist and delivered a right hook into Zombozo's face, making him stumble back and spin around a couple times. Ghostfreak then vanished from sight. "…losing my family to some goofball, emotional vampire…" The tube connected to Zombozo lifted him up in the air as he looked around with an angry mien. "…in other words..."Ghostfreak appeared behind Zombozo. The clown turned around just in time to see Ghostfreak's fist collide with his rubber nose, leaving a fist impression on it. "…you're going down, clown."

"Ha!" Natsu grinned. "Nailed him!"

Zombozo clenched his teeth and snarled, enraged. He remained silent as he looked around the tent, searching for any sign of his opposition. Suddenly, a wooden plank flew out of nowhere and smacked him in the head, sending the clown crashing into his Cy-Clown machine. It surged with blue electricity, causing the the blue orbs on the machine to explode.

The Ultimate Team felt a shiver go up their spines as the wailing forms of the various ghosts flew out of the machine. One of them flew into Gwen's body, which caused her to return to normal.

Still attached to the tube, Zombozo hovered out of the wreckage of his device, glaring up at Ghostfreak. "I'm warning you to back off." he threatened.

"You wanna see something…really scary…" Ghostfreak reached toward his abdomen and pulled open his skin, releasing a volley of horrendous grey tentacles.

Lucy and Happy both screamed while Natsu, Gray, and Erza's eyes widened in shock. They certainly felt a little pity for Zombozo at that moment.

Zombozo's eyes widened in terror as he jumped back, crashing into his wrecked machine once more. The tube disconnected, causing him to fall to the floor. He quickly crawled back toward the destroyed contraption and rolled up into a ball, trembling in trepidation.

"Oh…now don't tell me you're afraid of ole Ghostfreak." The ghostlike being rasped, leaning closer toward the frightened clown.

Zombozo looked away as he shielded his face with his hands. "Please…no more!" He begged.

Ghostfreak held out his hands, unsheathing his talon-like fingers. "Boo!"

In response, Zombozo's head and body swelled up and exploded in a cloud of smoke and confetti.

The group's jaws dropped as they watched the scene, dumbfounded.

"W-what the hell just happened?" Natsu stuttered.

"Yah know," Azmuth rubbed his chin, "I'm not quite sure what happened then."

"Whoa," Ghostfreak looked down at his hands, equally dumbfounded. "That kind of even freaked me out."

In a flash of red, Ghostfreak transformed back to Ben. He immediately turned his attention to Gwen, who was still unconscious, and ran over to her.

All of a sudden, the setting began to contort and fade away as the memory came to an end.

"I don't get what the point of that memory was." Natsu admitted, scratching his head in confusion.

Erza turned to the Dragon Slayer. "It was when Ben conquered his fear of clowns." She explained.

"Yes," Azmuth approved. "It was a moment when he realized that losing his family is his worst possible fear."

"Hmm…" Gray nodded in understanding. "Makes sense…"

"Was this Zombozo the one you mentioned 'that could be considered worse than Vilgax'?" Erza questioned skeptically.

"Yeah right," Natsu snorted. "That guy might've been creepy, but there's no way he's as strong as that octopus dude."

"For once, you actually say something that makes sense." Gray conceded.

"After that incident, Zombozo became a minor nuisance to Ben." The subconscious explained. "You'll see for yourselves who became one of Ben's greatest enemies in the next memory."

Azmuth held out his hand and summoned another glowing green bubble. The Ultimate Team walked through it and moved onto the next memory; however, they were becoming more anxious and confused as to why the Entrapment spell had not made another move yet.

…

The Ultimate Team's sight was blinded by a bright flash momentarily. When it faded, the team looked around to see they were in an area of trees, sidewalks and benches, and open grassy spaces. Beyond the tree-line, tall, metal and glass buildings could be seen. The size of the buildings known as skyscrapers certainly impressed the group.

"What is this place?" Natsu asked.

"Judging by this setup, I would say this is a park of some kind." Erza suggested, turning her head and surveying the area.

"You would be correct." Azmuth replied, who was sitting on Erza's left shoulder plate once more. This didn't bother the scarlet-haired knight one bit.

"Oh…you mean like South Gate Park in Magnolia." Happy implied.

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

"Help!" a child's voice cried out. "I can't get down!"

The wizards and cat turned around to see a small, brown-haired boy wearing a blue hoodie hanging onto a branch in a tree. Below the tree were none other than the ten-year-olds Ben and Gwen.

"Don't worry! We'll come up and get you." Gwen assured.

Ben cocked a brow at his cousin. "We…?"

Gwen turned to Ben with an annoyed look. "Hey…you're the one with all those alien heroes at your fingertips." She retorted.

The young hero ignored her and walked toward the tree, activating the Omnitrix. In a flash of green, Ben transformed into the orange-furred, dog-like alien known as Wildmutt. The only difference the wizards who had seen this form in the Tower of Heaven noticed, other than the smaller size, was that the Omnitrix dial was positioned on a black and white badge on its left shoulder.

Wildmutt unsheathed his claws and proceeded to climb up the tree.

"Oh…good thinking…" Gwen remarked sardonically, turning around with an irritated expression. "Turn into the vicious, drooling alien attack dog to save the scared kid out of the tree."

Wildmutt growled in response from Gwen's snide comment, and then continued climbing the tree.

"Is that Ben's dog-form?" Natsu wondered, pointing at the orange Vulpimancer.

"It's called Wildmutt, flame-butt. Can't you even remember the names of his aliens?" Gray scolded, which caused the Dragon Slayer to turn to Gray with an angry glare.

"Look who's talking mister 'I Can't Keep My Clothes on for Ten Minutes'!" Natsu countered.

"Watch it, dragon-breath or…" Gray started to shout back until Lucy tapped him on the shoulder. He looked over as she silently pointed down. The onyx-haired wizard's eyes followed the direction and found his clothes strewn into a pile, and immediately realized he was in his boxers again.

"How long was that?" Gray inquired calmly, not bothering to freak out.

"Nine point six minutes" Lucy responded. "So far, that's gotta be a new record."

Meanwhile, Erza and Happy's attention was focused on Wildmutt crawling across the branch to the child, who was cowering and covering his face in fear.

"It's okay. I'm here to get you down." Wildmutt assured to the kid in Ben's young voice.

"Wait..." Happy blinked owlishly.

He and Erza turn to stare at each other.

"Did Wildmutt just talk!?" Erza and Happy yelled simultaneously.

"Huh?" the others uttered, confused.

Lucy, Natsu and Gray stopped picking up the latter's clothes to look at the redheaded wizard and the blue cat, and then up at the tree. Wildmutt had indeed spoken, but it got even freakier.

"I don't want to 'get down'..." A familiar freaky, raspy voice hissed. The child turned his head to reveal a large, single purple eyeball staring out from its forehead with black cracks in the skin around it.

"WHAT THE FISH!?" Happy screamed as he hid behind Lucy, frightened.

Wildmutt let out a yell of alarm as the child seemed to melt into the tree branch, which morphed into a grey claw-like hand; much to the others' shock.

"Whoa...is this a nightmare?" Natsu wondered, alarmed by this development.

The whole tree then mutated into a freaky, ghostlike creature, all grey and possessing the same eye that had been on the kid, was now glaring down at a horrified Wildmutt. It was then the group realized that the creature strongly resembled Ben's form, Ghostfreak.

"How did you know?" Lucy asked in fearful sarcasm.

"I had a similar dream, only it's Gray turning me into a block of ice, and then him chowing down on me." Natsu whimpered as the whole area around them turned into a bottomless void.

"Yuck!" Gray groaned in disgust. "Like I'd ever put YOU in my mouth!"

"Whoa. There's an innuendo." Lucy chuckled, but that only briefly took her mind off the fear.

"LEAVE ME ALONE!" Wildmutt cried out in fear, only to be thrown into the giant hand he tried to avoid.

"You can't get away from me..." the giant Ghostfreak hissed, "…always the Hero…what a waste of potential!" He sighed in a slightly regretful tone, before his voice became sharp and his eye seared toward Wildmutt with an impatient, angry stare. "You want to be helpful? GET. ME. OUT!"

"AHHHHHHHHH!" Wildmutt screamed.

All of a sudden, there was a flash of light, and the gang found themselves in another greenish-black void.

"Mind telling us what THAT was all about!?" Erza gasped, once she and the others had calmed down.

"THAT was a nightmare." Azmuth explained. "And we are transitioning to a memory of the next day. Ben woke up, which is why we were transported to this void."

"I thought we were just seeing his memories, not his past dreams." Natsu complained.

The subconscious form turned to the Dragon Slayer with a stern look. "That 'dream' happens to hold more significance than you can possibly wrap your pink head around!" He snapped.

"Hey! Don't dis the pink hair!" Natsu growled, sparks shooting from his clenched teeth.

Erza sighed before turning her gaze to Ben's subconscious. "So, is it normal for Ben to have nightmares about his aliens?"

"In this case? No…" Azmuth's voice lowered into a frightened tone. "In all honesty, it was the precursor to a terrifying event; one that would haunt Ben for years to come and provide him with an enemy even MORE fearful than Vilgax."

"Oh, c'mon!" Lucy yelled, alarmed. "You can't just say things like that and expect us to remain calm!"

"Then by all means, panic." Azmuth suggested. "What you're about to see is gonna make you even more nervous."

In another bright flash, the void around the Ultimate Team disappeared as they transitioned to another scene. They were now in what appeared to be a gymnasium, judging by the wooden floors, bleachers, and laid out floor mats. However, what quickly caught their attention were three, weird-looking individuals wearing matching outfits.

One was a lean man with wrinkly, pale skin and a bit of a hunched back. He had two bits of straight black hair poking out from the front of his head. Though his eyes were red, his right eye had a large pupil while the left eye had a smaller pupil. He wore an outfit that was black with bright yellow stripes on his arms.

The second character was a curvy female with pale skin and wore a black, body-fitting outfit with yellow stripes on her arms. Her hair was quite bizarre. It was orange and tied into five tendrils with black balls at the end.

The third figure was the biggest of the trio. He had a hulking body and wore a similar outfit as his two comrades. What really separated him from the other two, and disgusted the group, was the giant toenail on his bald forehead.

"Who are those guys?" Gray asked.

"What's with the giant toenail on that big guy's head?" Happy added.

"Or that chick's hair?" Lucy pointed at the orange-haired female.

"Or that guy's eyes?" Natsu uttered, looking at the lean man's pupils.

"These three misfits are known as the Circus Freaks." Azmuth answered. He took his usual position on Erza's shoulder. He then pointed at the lean, hunchback man. "That is Acid Breath." He turned to the orange-haired woman. "That is Frightwig." He then pointed to the final member of the trio. "And that big, but incredibly stupid guy there is Thumbskull."

"Weird names…" Gray noted.

"Circus Freaks, huh?" Natsu repeated.

"I can certainly see why they got that name." Happy commented.

Currently, the Circus Freaks were laughing hard at a security guard they had tied up to a couple banners attached to the gym's ceiling. Suddenly, a set of doors open to reveal Ben walking in. The Freak's laughing immediately ceased as soon as they spotted the young hero.

"You guys again?!" Ben shouted incredulously.

"It's that kid who took down Zombozo." Thumbskull said.

Erza glanced at the subconscious manifestation on her shoulder. "How do they know of Zombozo?"

"They used to work for him, but that was before Ben defeated him." Azmuth replied simply.

Frightwig stepped forward and glared at the pre-teen boy. "That was a sweet gig working for that clown, and you ruined it! Now, it's payback time." She stated angrily.

"A little Heatblast action should light a fire under you freaks." Ben remarked as he activated the Omnitrix and slammed down the dial. In a usual flash of emerald, Ben transformed; however, instead of Heatblast, he changed into his scariest form yet.

"Ghostfreak…?" Ben looked at himself in what appeared to be shock, given his widened purple eye. "I didn't pick you!"

"Nice trick, kid." Acid Breath remarked.

Thumbskull ambled over to the bleachers and, shockingly, ripped out a few sections of seats with little effort. He lifted the wooden and metal load over his head and tossed it at Ghostfreak, which crashed down on him as a dust cloud filled the gym. Acid Breath cocked his head back and spat out a stream of powerful green acid. The debris sizzled and steadily dissolved upon contact from the highly acidic spit.

"Ewwww! Gross!" Lucy grimaced, repulsed.

"So that's why he's called Acid Breath." Natsu said in understanding.

"But we ain't scared of no ghosts." Acid Breath quipped, earning a round of full hearty laugher from his comrades.

Suddenly, Ghostfreak phased out from the acid-covered debris unscathed; however, for some unknown reason, the team could feel a much creepier, bone-chilling aura emanating from Ghostfreak.

"You should be!" Ghostfreak hissed angrily.

Ghostfreak charged at the nearest Circus Freak, which happened to be Acid Breath. The other two Freaks dived out of the way as Acid Breath spat another blast of acid. This time, Ghostfreak went intangible and phased through the floor before the attack could hit him. He came back up underneath the floor mat beneath Acid Breath's feet and lifted them both into the air, and casually tossed them into the wall. The acid-spitting man slammed into the wall first, and then the mat slammed into him. He collapsed on the mat on the floor, unconscious.

Thumbskull charged Ghostfreak from behind, but the Ectonurite saw it coming. He became invisible/intangible and phased through the hulking Freak. Thumbskull turned his head around to find his opponent, but to no avail. Suddenly, Ghostfreak appeared behind Thumbskull and stuck his hands, which were still intangible, into his skull. As a result, the toenail-headed giant let out a loud, pain-filled yell and collapsed to his knees.

Frightwig reared her head back and whipped her hair tendrils at Ghostfreak, which entangled around his left wrist. Gray let out a yelp of alarm when Ghostfreak phased through the floor with Frightwig's hair still wrapped on his arm and slammed her head into it. When she tried to get up, his hand reached out of the floor to grab her face and repeatedly slammed her it into the floor.

"What the hell is he doing?!" Gray shouted.

Lucy covered her mouth in shock while Erza was clenching her hands at her sides in dismay at seeing Ben act so ruthless.

"The guy's gone nuts!" Natsu exclaimed, shocked. "He's never acted like that before!"

"Something's wrong!" the gang turned to see Grandpa Max and Gwen standing at the gym doorway. "I've never seen Ben so vicious!" Max continued, staring wide-eyed at his grandson.

Gwen rushed forward with shock and outrage plastered on her features. "YOU'RE TRASHING THE WHOLE GYM!" she screamed. "Are you TRYING to ruin my chances of getting accepted here?!"

The team stared at Gwen for a moment and blinked, dumbfounded.

"Is she serious?" Gray questioned, cocking his brow.

"Is that all she cares about?!" Lucy yelled in disbelief. "Getting accepted into a school?!"

"This school is called Bancroft Academy." Azmuth explained. "Back then, Gwen was very obsessed in getting accepted here because of its nationwide prestige." The subconscious form closed his eyes, and then scoffed. "But if you ask me, it's just a school full of arrogant snobs and posers."

When Gwen didn't get a response, she started to become even more incredulous. "Ben, answer me!"

The air seemed to go cold as Ghostfreak slowly turned around, seemingly gazing deeply into Gwen's soul with his one, purple eye.

"Ben's not here!" the cold and raspy voice hissed out, causing Gwen's angry expression to drop instantly.

The group's mouths dropped as their eyes widened in shock form the uncharacteristic tone in Ben's voice.

Suddenly, Ghostfreak appeared in front of Gwen. "BOO!" the orange-haired girl yelped in fear as she fell on her butt, earning a round of raspy laughter from the ghostlike alien.

Without warning, a brown leather punching bag flew out of nowhere and smacked straight into Ghostfreak, sending him into a wall. As Thumbskull and Frightwig rushed for the gym's other doorway, the former picked up an unconscious Acid Breath and slung him over his broad shoulder.

Ghostfreak phased out from the punching bag, unharmed from the blow. "Guess they didn't learn their lesson." He rasped as he flew after the trio.

Without a moment's hesitation, the Ultimate Team followed after the ghostlike alien. After a moment, they finally discovered Ben in a small corridor alcove. They were relieved to see that Ben had timed out and was now human again.

"Geez…am I glad Ben isn't stuck as that ghost form." Happy chirped in relief.

"Man, I'm glad to be rid of that freak." young Ben seemed to echo Happy's thoughts.

"That was quite disturbing." Erza stated. "Why was Ben acting like that?"

"Awww! And I thought we were close…" a familiar, cold, raspy voice said.

Ben and the Fairy Tail group jumped in fear and alarm. Unbelievably, Ghostfreak was hovering over the young Ben Tennyson. The wizards' and cat couldn't believe their eyes. How could this be?

"HOLY SPIT!" Lucy screamed in horror.

"No way…" Gray whispered; his eyes bulged in alarm.

"Wha…" Erza gasped. Unexpectedly, she reached out and clutched onto Happy and crushed him into her chest-plate in order to comfort herself. It was bizarre to be afraid of one of Ben's aliens; however, they'd never radiated this aura of fear, evil, and hatred.

"What's happening?!" Natsu shouted at Ben's subconscious. "How is that ghost guy out?! I thought Ben WAS him!"

"So nice to finally meet you… face-to-face!" Ghostfreak hissed.

Ben didn't respond immediately as he was frozen in fear and shock, and honestly, the gang couldn't blame him. They were experiencing the same emotions as well.

But the young hero finally managed to regain his ability to speak. "This can't be happening! You can't be you! I'm you!" Ben shouted, desperately trying to rationalize the situation in his ten-year-old head.

"I was NEVER 'you'!" Ghostfreak rasped angrily. "An Ectonurite's consciousness exists even in a few strands of DNA! When the sample was taken for the Omnitrix, I was trapped inside!"

Ben was speechless upon this revelation…as were the others.

"That…THING was alive inside of Ben's watch?!" Natsu shouted. He then shuddered. "Man…this is way too freaky…"

"And he doesn't sound happy about being in there…" Erza muttered worriedly.

"Indeed. He was not." Azmuth quipped, standing firmly on Erza's shoulder, but looking no less worried; however, a bit of it was channeled to poor Happy still being crushed against Erza's chest-plate. "I suggest you all brace yourselves."

"Why?" Gray asked.

"But now," Ghostfreak continued, catching the gang's attention, "I can reveal my true self!"

All of a sudden, long, uneven black talons sprouted out from Ghostfreak's hands. His white-and -black cracked skin began to rip away, showing greyish-purple skin underneath. A volley of squiggling grey tentacles burst from his stomach area. He reached up and ripped off the white skin on his face, revealing an upside-down deformed skull that had a black crack on the left side with a single purple eye that burned with malicious intent. Its lips were black as night while its teeth were jagged and uneven.

Lucy and Happy screamed in horror whilst freaked out expressions took hold on Natsu and Gray's faces as they sweated bullets. Erza, meanwhile, stared at the former Omnitrix alien with bulging eyes and an apprehensive look.

"WHAT IS THAT THING?!" Lucy squealed, horrified.

"That…is Ghostfreak's true form." Azmuth replied calmly. "I warned you to brace yourselves."

"Its head is upside down!" Natsu exclaimed, shocked.

"Wait to go for stating the obvious, flame-pants." Gray remarked.

The Dragon Slayer glanced at the ice wizard with a harsh glare. "At least I'm wearing pants, popsicle." He retorted.

Gray was about to counter until he realized he had once again stripped down to his boxers. The onyx-haired teen simply sighed and proceeded to put his clothes back on.

"And I thought you were ugly before…" Ben mused.

"Pft" Natsu snorted, crossing his arms over his chest. "Ain't that the truth…"

"A-Aye, sir" Happy stammered, still shaken up from seeing Ghostfreak's true form.

"What do you want?" young Ben demanded.

"I need the power of the Omnitrix to make me whole again." Ghostfreak answered. The already scary aura surrounding Ghostfreak intensified as he floated closer towards Ben. "To do that, I have to take over your body."

The Ultimate Team's eyes widened upon hearing the ghostlike monster's statement.

"What?!" They shouted simultaneously.

"Take over his body?" Lucy gasped.

"Man, this is getting creepier by the minute." Gray commented.

'Take over his body? Like how that beast took over Elfman's body two years ago?' Erza wondered.

The gang's attention was brought back to Ghostfreak as he continued, "Now…let's see how you like being trapped inside someone else!"

Ben stepped out from underneath the alcove, shielded his face with his arms, and closed his eyes. As the released Omnitrix alien reached out for Ben, his greyish-purple hand sizzled and burned as soon as it came in contact with the sunlight.

Ghostfreak let out a painful shriek as he moved backwards, phasing through the wall and out of sight. Ben uncovered his eyes to see Ghostfreak nowhere in sight. Still panicked, Ben turned around and bumped into his Grandpa Max and cried out in alarm.

"Ben...take it easy." Max placated, resting his hands on his grandson's shoulders. "You look like you've just seen a ghost."

Ben looked back at his grandpa with a nervous expression.

"Whoa…what happened there?" Gray pondered, mentioning the incident with Ghostfreak.

"That's weird." Natsu noted, scratching his head. "As soon as that thing reached out for Ben, his hand started burning."

Erza narrowed her eyes. She had observed what had transpired and came to a conclusion. The scarlet-haired knight glanced at Azmuth on her left shoulder. "It was the light, wasn't it?"

The subconscious form nodded. "Yes. Clever girl"

"Light?" Natsu repeated. "Wait a second…I don't remember Ben having that problem when he changed into Ghostfreak!"

"Aye, me too." Happy chimed.

"When the original Ghostfreak escaped from the Omnitrix, his body was incomplete. He no longer possessed his resistance to sunlight." Azmuth explained. "That is why he needed to remerge with Ben…so he'd be whole again."

"I see." Erza nodded.

"Well…does he merge with Ben again?" Natsu asked.

"Let's find out. Shall we?" As soon as Azmuth said that, the scene began to contort and reshape itself.

When the scene finished reconfiguring, it was nighttime and the Ultimate Team was now standing in the middle of Bancroft Academy's schoolyard. The group soon spotted Grandpa Max, Ben, and Gwen walking along a sidewalk. The former was carrying an odd handheld device that was blinking and beeping.

"We've been at this for hours." Gwen complained. "If Ghostfreak trashes the campus, I'll never get admitted!"

Max and Ben stopped and looked back at her incredulously. In response, Gwen smiled and rubbed the back of her neck in a sheepish manner. "Not like that isn't important as saving all these innocent people…"

"Geez…she's really hung up on going to this school, isn't she?" Gray said.

"Aye," Happy agreed.

"I don't get why though. It's just school." Natsu proclaimed offhandedly.

Gray scoffed as he crossed his arms over his chest. "A little schooling wouldn't be bad for you, flame-dunce."

Natsu turned to the ice wizard and glared sharply. "Watch it, stripper! Besides, I got enough school with Erza as my teacher." He shuddered at the memory from years ago. "I still have nightmares…" he muttered to himself.

However, Erza's hearing was sharp enough to overhear what Natsu said. "Was there a problem with my teaching, Natsu?" She questioned calmly; although, a dark aura was wafting off her body.

Natsu took a few cautious steps back and began to sweat nervously. "NO! No! Not at all!" He waved his hands in a placating gesture. "You're the best teacher a student could ask for!"

"Hmph…" Erza smirked and closed her eyes in satisfaction. "Why thank you, Natsu. I always thought my teaching skills were superb."

Lucy leaned over to Happy and whispered, "I heard about Erza teaching Natsu how to read and write when they were young. Is she really a good teacher?"

"If you call threatening to deprive Natsu of food or sleep unless he answered his vocabulary correctly 'good teaching', then yeah Erza's the best teacher in the world." Happy deadpanned.

The team diverted their attention back to the memory transpiring before them. Grandpa Max walked forward and stopped in front of a stone archway before looking back at his grandchildren.

"I'm picking up on some trace spectral activity from around that corner." Max informed.

"Huh…?" Natsu uttered, a question mark appearing over his head.

"It means that he's picked up on Ghostfreak's location." Azmuth clarified.

"Well why didn't he just say so?" Natsu argued.

The subconscious manifestation simply sighed, exasperated.

"Okay, let me get my game face on." Ben grinned.

He pressed a button on the side of his Omnitrix, causing the dial to pop up. He scrolled until he found the form he wanted and slammed down the core. In a flash of emerald, Ben was now a hulking, four-armed creature with red skin. It wore tight black pants and a white shirt with a black stripe going down the center; much like the shirt design he wore as a human. The Omnitrix dial was positioned on his top left shoulder.

"Hey…I meant to do that!" Four Arms commented; referring to how he got the alien he dialed up. He walked forward with confidence in his strides. "Maybe I'm finally getting the hang of this thing."

Before anyone could comment, the sounds of screaming filled the area. Everyone turned to see a group of students running down a flight of stone stairs from a building with a clock tower. The Ultimate Team followed right behind Four Arms, Max, and Gwen as they ran toward the commotion.

Casually walking out from the building was Thumbskull and Frightwig with one of her hair tendrils wrapped around a panicked, black-haired schoolgirl.

"I haven't got time for you freaks. So the party's over!" Ben stated.

"You got it all wrong, muscle head." Frightwig retorted, folding her arms over her ample chest. "It's just about to really get rolling!"

Acid Breath stepped into view; however, there was something different about him. He was giving off a spine-chilling aura. In addition, the cracked skin around his eyes was black while his iris was purple.

"Uh…does the acid spit guy look different to you guys…?" Natsu asked.

"Acid Breath," Happy corrected.

"Whatever…" Natsu retorted.

"Now that you mention it, his eyes look really creepy." Lucy noted.

"Creepier than before," Gray mentioned.

"And…it's a surprise party." Acid Breath added in a familiar, raspy voice. All of a sudden, much to the gang's shock, Ghostfreak phased out of Acid Breath's body.

"W-what the hell?!" Gray stammered, alarmed.

"How did he do that...?" Happy's eyes bulged out.

"Oh yes…I forgot to mention that Ghostfreak is capable of possessing people's bodies and minds." Azmuth explained.

"WHAT?!" the team cried, turning to the little alien in shock.

"Hello Ben…have you been working out?" Ghostfreak taunted.

"Ghostfreak…?" Four Arms said.

"Ugh…" Gwen looked away in disgust. "Major horror show…"

"Tell me about it…" Lucy muttered.

"You ain't seen nothin' yet!" the ghostlike alien remarked.

Without warning, Ghostfreak became intangible, flew towards Four Arms, and proceeded to take over his body; instead, his form changed into a grey paste that stuck to Four Arm's body. The Tetramand grunted as he grabbed the paste and pulled hard. After a short moment, he finally ripped off the substance and tossed it away, which instantly reformed into Ghostfreak.

"What happened then?" Gray wondered.

"Ah…it seems I cannot merge with your alien forms." Ghostfreak realized.

"Guess that explains it," Lucy concluded.

"No matter," the Ectonurite continued, "time is on my side. You will be human again soon enough."

"But we have a surprise of our own!" Max quipped as he pulled out a high-tech gun with a big light-bulb at the end.

When he pulled the trigger, the gun fired a brilliant blue beam at Ghostfreak. The Ectonurite managed to dodge a direct hit, but the light still grazed his hand and caused it to sizzle and smoke.

"AHH!" Ghostfreak shouted in pain. "Daylight at night!?"

"Whoa!" Natsu remarked, surprised. "What was that?"

"Sun-Gun" Max stated, taking aim at Ghostfreak once more. "Projects a beam as bright as sunlight."

"Clever…" Ghostfreak flew to his left to avoid another light-beam. "But not clever enough!"

Ghostfreak swiftly escaped into Thumbskull's body before the light could touch him. The Ultimate Team was taken aback when black cracks started to spread around his eyes and he started to grind his teeth in agony.

"I…hate…this…!" Thumbskull strained.

"Man…this is really freaky." Natsu commented.

"Aye," Happy stammered.

Thumbskull ceased his struggling and looked down at Ben, Gwen, and Max with purple eyes and a sinister smile.

"As long as I am in a host's body, your weapon has no effect!" Ghostfreak/Thumbskull rasped.

The possessed Freak charged forward and sent a right hook into Four Arm's chin, making him stumble back a few meters. Ghostfreak/Thumbskull charged at him again, but Ben was quick to sidestep out of his path, causing him to crash into a stone statue. A cloud of dust was thrown up and clouded the freak's vision. As it finally settled, he was taken by surprise when Four Arms snuck up behind him. He wrapped his large arms around the freak's torso and fell backwards, smacking him hard into the ground.

Frightwig slapped her forehead in frustration while Acid Breath quickly ran in to assist his comrade. Meanwhile, Four Arms picked up Ghostfreak/Thumbskull and ran straight through a tree and two statues before tossing him away.

"That was cool!" Natsu grinned excitedly.

"Aye, sir!" Happy chimed.

Acid Breath reared his head back and exhaled a stream of deadly acid at Four Arms. The Tetramand ran to his left and dived behind a flowerbed for cover. The flowers and the stone bricks sizzled and melted instantly.

"Ugh…" Lucy grimaced. "I don't think I'll ever get used to seeing that."

"You and I both…" Gray agreed.

Four Arms looked over the pile of melting stone to see Acid Breath leap up on top of Ghostfreak/Thumbskull's shoulders. Ben could see they were planning to use their abilities in sync to overwhelm him. He immediately took action and sprinted forward. Before the duo could make a move, Four Arms clotheslined Acid Breath; which caused him to fall to the ground unconscious. Ghostfreak/Thumbskull retaliated by jumping at him, but the Tetramand saw this coming and threw the hulking freak over his shoulders, sending him crashing into the stairs.

Ghostfreak exited from Thumbskull's body and swiftly entered Frightwig's. Black cracks appeared around her eyes while her pupils turned purple. Ghostfreak/Frightwig glared down at Four Arms and proceeded down the stairs, tossing the frightened girl entangled in her hair tendrils away in the process.

The student screamed in terror; however, before she could smash into the concrete sidewalk, Gwen jumped in the way and broke her fall. Though the school girl was shaken up, she was physically unharmed.

As Ghostfreak/Frightwig charged at Four Arms, he attempted to grab the possessed freak. But she dove between his legs and wrapped her hair tendrils around his ankles. When she popped up behind him, she pulled and brought Four Arms straight to the ground. She pulled once more and amazingly tossed the red four-armed alien a few meters in front of her.

Four Arms lifted up his head and scowled at the orange-haired woman. She stretched out her ball-tipped tentacles and whipped them at her foe, but Ben skillfully blocked each attack with his hulking forearms. When one of her hair tendrils got caught around his upper left wrist, he pulled back his arm and pulled her off her feet, causing her to fly straight towards him.

As she opened her eyes, she could see Four Arms was now holding her by both shoulders and was glaring right into her purple eyes. In a matter of seconds, Four Arms took Frightwig's long hair and tied it around her body, and tossed her away.

"Wow…he took care of them without a hitch." Lucy commented, impressed.

"Of course he did. This is the form that gave Erza and Laxus a run for their money." Gray mentioned.

Erza crossed her gauntlet-covered arms over her breastplate and glanced the other way. "I would've handled him if he hadn't changed into Lodestar."

"Sure you would've…" Gray muttered.

Erza overheard what the ice wizard said and glanced at him with a scary expression. "What was that?"

"NOTHING!" He yelled, panicked.

"Go ahead and play 'musical freaks' all yah want, I'll just kick their butts!" Four Arms stated, punching his upper left palm for emphasis.

"You're right." Ghostfreak admitted as he phased out of Frightwig. "Maybe I need a new partner." He then turned his upside down, deformed skull to Gwen, who was comforting the frightened girl. "Someone…more interesting for you to battle."

"Wait…he's not going to…" Lucy stuttered, fearing what was about to happen.

"Unfortunately," Azmuth spoke out, "he will."

Ben realized what Ghostfreak was implying; however, he was too late to act. "Gwen! Look out!" He warned.

Gwen turned to Four Arms only to see Ghostfreak coming straight for her, prompting her to let out a terrified scream. The ghostlike alien entered Gwen's body through her mouth, which forced her to her hands and knees. The skin around her eyes cracked and turned black while her iris became purple, signaling that Ghostfreak now had control over Ben's cousin.

"Oh no…" Happy dreaded.

"That's not good." Gray noted.

Gwen let out a raspy chuckle; much to the team's disturbance. "Too late!" Ghostfreak/Gwen taunted. "Let's have some fun!"

Suddenly, Ghostfreak/Gwen jumped in the air to perform a roundhouse kick into Four Arms' face, but he stepped back to elude the hit.

The Ultimate Team watched in surprise at the possessed girl jumping around and delivering swift blows at Ben. Most of them were easily avoided or blocked, but a few managed to hit their mark; not that they really hurt Four Arms.

"Whoa…how is she able to move like that?" Lucy inquired.

"Is it because of Ghostfreak?" Erza turned to Azmuth on her left shoulder.

The subconscious mind shook his head. "No. Gwen has excelled in the martial arts since she was a young girl."

"So…is she a better fighter than Ben?" Natsu asked.

"Indeed she is." Azmuth nodded. "In fact, Ben learned most of his fighting skills from her, actually."

The gang turned their attention back to the fight to see that Ghostfreak/Gwen had latched onto Four Arms' upper right arm. Ben responded by shaking her off and tossing her face-first into a stone wall. When she hit the pavement, the black cracks around her eyes disappeared.

Gwen placed a hand on her head from the sudden pain she felt. When she opened her eyes, the first thing she saw was an angry Four Arms walking up behind her.

"Ben?" Gwen spoke in her normal voice. "What are you doing?"

All of a sudden, Gwen's eyes turned purple as the black cracks reappeared, signifying that Ghostfreak had reclaimed control. She spun around and used her arms to propel her feet into Four Arms' face, and then used it to springboard herself onto the stone wall. Amazingly, she began to crawl straight up the wall like a spider.

"How the heck is she doing that?" Happy said, surprised.

"What can I say?" Azmuth shrugged nonchalantly. "Gwen does have skills."

"It's too bad Ghostfreak is using them against Ben." Gray noted.

Four Arms effortlessly scaled the wall after Ghostfreak/Gwen whilst Max conveniently climbed up a ladder a few feet away.

Suddenly, the team was engulfed in a white flash and reappeared on top of the stone wall.

"That's handy." Gray commented, referring to the scene transition.

Four Arms pulled himself over the ledge and faced down his possessed cousin. However, before he could make a move, a familiar bleeping sound filled everyone's ears. Ben gasped as he glanced down at the Omnitrix dial that was now blinking red.

"Ah…" Ghostfreak/Gwen sneered. "Music to my ears…"

In a flash of red, Ben transformed back to human. He slowly backed away as his possessed cousin menacingly sauntered toward him.

"This can't be good." Natsu commented.

"Yah think," Gray snapped.

"Ben's in trouble now." Happy added.

"Ben!"

The Fairy Tail team turned around to see Max kneeling on the wall's ledge with the Sun-Gun in hand. He tossed it at Ben, who then caught it and turned around to take aim at Ghostfreak/Gwen.

"Maybe not…" Erza said.

"Come on out so I can fry your pale butt!" Ben exclaimed furiously.

The sinister smile on Ghostfreak/Gwen's face never left as she took a few steps forward, and put her hands on her hips nonchalantly. "I have a better idea: drop the weapon and I'll meld with you and take over the world."

Natsu scratched his head, confused. "How is that a better idea?"

"It's not." Lucy sweat dropped. "He was being sarcastic, Natsu."

"Oh…" Natsu's eyes brightened from realization.

"Idiot…" Gray muttered under his breath.

However, the ice wizard's insult didn't escape Natsu's highly sensitive ears. "What'd you say?!" he roared.

"Fat chance!" Ben retorted.

Ghostfreak/Gwen then jumped on top of one of the stone columns lining the bridge, a step away from the ledge. "Then you better hope your cousin knows how to fly!" She grinned sadistically. "It's your choice, hero."

The Ultimate Team narrowed their eyes and glowered at the possessed girl.

"That bastard," Gray remarked, clenching his fists tight.

"Come out of Ben's cousin and fight like a man!" Natsu shouted, enraged.

"Natsu…in case you didn't notice, that thing's not a man." Lucy pointed out.

"Yes, but that still is a cowardly trick." Erza frowned. "Threatening to kill a member of his family to get him to surrender…it makes me sick."

Ben anxiously glanced back-and-forth between the Sun-Gun and his possessed cousin. Ghostfreak/Gwen smirked as she took a step back, just centimeters away from falling off. Then, without warning, the black cracks on her face and her purple eyes vanished and returned to normal.

Gwen groaned as she placed a hand on her head. "Ben…?" She looked around in confusion. "W-what's happening?"

As Ben lowered the light-based weapon, the Circus Freaks jumped onto the wall a few meters to his left. As a result, the black cracks and purple eyes returned to Gwen's visage.

"The next sounds you hear will be your cousin's screams as she takes a big dive! HAHAHAHA" Ghostfreak/Gwen cackled.

"Creepy…" Lucy grimaced.

Ben looked between the Circus Freaks and Ghostfreak/Gwen and, left with no other options; he dropped the Sun-Gun. Ghostfreak immediately exited Gwen's body, causing her to cry out in agony. Max quickly rushed over and grabbed her shoulders to prevent her from falling off.

Ghostfreak then levitated between Ben and the Freaks. "Eliminate them both!" He ordered.

"That dirty scumbag." Natsu snarled.

"What would you expect from someone as evil as him." Erza remarked.

"We had a deal you Halloween reject!" Ben yelled.

"You had a deal with me! Not them." Ghostfreak countered, pointing at the three Freaks, who had surrounded Max and Gwen. Frightwig entangled Max and Gwen in her powerful hair tendrils while Thumbskull got behind Max and wrapped his large arms around him.

When Ben's eyes darted to the Sun-Gun, he quickly dashed toward it. Unfortunately, he wasn't fast enough as Ghostfreak became intangible and stuck his long claws into Ben's arms. As a result, Ben shut his eyes and cried out in pain.

The gang's eyes widened from apprehension.

"Oh no" Lucy gasped. "What's happening?"

"Ghostfreak is attempting to meld with Ben's body." Azmuth answered impassively.

"Ben! No!" Max shouted.

As Ben squirmed and screamed in agony, a bolt of emerald lightning shot out from the Omnitrix. This immediately caught Erza's keen eye.

"What's going on now?" the scarlet-haired knight asked.

The device let out a bleep as the faceplate turned green, signaling that it was now fully recharged. Despite the pain, Ben activated the Omnitrix. Just as Ghostfreak began to melt into his body, the boy hero slammed down the dial. An emerald light engulfed Ben's body, causing the group to shield their eyes.

When the flash faded, the gang was anxious to see Ben nowhere in sight. Ghostfreak, however, was floating in his place.

"NO! Don't tell me that monster actually merged with him!" Erza cried, shocked.

"This is so freaky!" Lucy squealed, terrified.

"Ah…together again. Just like old-" Ghostfreak's rant ceased as he coughed up something to the ground. Under closer observation, the object he spat out was actually Grey Matter. The Fairy Tail wizards let out collective sighs of relief.

"Ugh…that's enough to make me gag too." Grey Matter quipped.

"He was in that thing's mouth?!" Lucy commented, repulsed.

"Hmph…it wasn't pleasing for Ben either." Azmuth huffed.

Grey Matter leapt on top of Frightwig's head like a frog. Frightwig released Gwen from her hair tentacles as she tried to get him off.

"Get him you fools!" Ghostfreak ordered.

Thumbskull released Max and pushed him away as he, Frightwig, and Acid Breath rushed at Grey Matter. As Frightwig reached up to grab the little alien, Acid Breath attempted to smack him off of her; however, the orange-haired Freak ducked under the blow. Thumbskull grabbed her by her leg, held her upside down, and shook her until Grey Matter fell to the ground.

While the trio was not looking, he swiftly jumped onto Thumbskull's back. The Circus Freaks looked around when they noticed Grey Matter wasn't in Frightwig's hair anymore.

"Where'd that little pipsqueak go?" Thumbskull said while turning around, showing the other Freaks that Grey Matter was sticking to his back.

Frightwig responded by smacking her hair tendrils into Thumbskull, which Ben eluded by jumping onto Acid Breath's face. As a result, he too was smacked in the head by Frightwig's hair while Grey Matter hopped on top of her head again. Thumbskull grunted in aggravation as he tossed a chunk of stone debris straight into Frightwig's face, which Ben avoided once more by hopping on top of Acid Breath's bald head.

Acid Breath swiped him off to the ground, where Thumbskull proceeded to step on him. Grey Matter looked up to see Acid Breath preparing to exhale acid vapors at him. He quickly hopped out of the way, causing Thumbskull's leg to get burned by the acid breath.

Ghostfreak yelled out in utter vexation. Natsu and Happy, meanwhile, fell over laughing while Gray was smirking in amusement. Even Lucy and Erza couldn't help but giggle at the Freaks' idiocy, despite the fact that they were used to it.

"OH MAN!" Natsu cackled. "That was hilarious!"

"Aye, sir!" Happy chirped.

"I can see why those three were in a circus now." Gray smirked.

'I have to admit…that was quite amusing.' Erza inwardly conceded.

The gang turned their attention back to the scene to witness Grey Matter running into a small crack in a wall down the pathway.

Ghostfreak flew after him and before he phased completely through the wall, he looked back at the Circus Freaks and commanded, "Get them!"

As the three Freaks raced after Max and Gwen, the Ultimate Team was once again consumed in a bright flash, signaling they had transitioned to another part of the memory. The gang looked around to see they were inside the school's clock-tower, standing on a catwalk. There were a few levels of wooden walkways below and above them, positioned throughout the structure.

"What is this place?" Erza inquired.

"This is the inside of Bancroft Academy's clock-tower." Azmuth responded.

"What're we doin' in here?" Gray asked.

Suddenly, the sound of child's yell snapped the team out of their conversation. They looked up to see Ben falling down the middle of the tower. He positioned himself to where he fell feet first on the catwalk the Ultimate Team was standing on. He fell to the floor, rolled on his side a few times, and hit the wooden railing.

"Oh…never mind." The ice wizard said.

"That had to hurt." Lucy cringed.

Without warning, Ghostfreak's deformed head phased through the floor, startling both Ben and the wizards.

Lucy, Erza, and Happy yelped in alarm while Natsu and Gray sweated in nervousness.

"Damn! That thing gets creepier the more I look at it!" Natsu remarked.

Ben quickly got up and ran down the catwalk with Ghostfreak trailing close behind him. The gang watched as the ghostlike alien slashed its claws at the boy hero, which Ben eluded by tripping over a toolbox and falling to the floor. He shook off the hit and spotted a mallet lying in front of him.

He picked up the mallet and swung it at Ghostfreak, but it was to no avail as it went straight through the alien's intangible body. The ghostlike alien responded by grabbing the mallet with his tentacles and swinging Ben into a steel girder above him.

The brown-haired boy cried out as he gripped the edge of the steel beam and hung on dearly. He strained to pull his chest up to the girder. Ghostfreak levitated behind him, preparing to merge with him once more.

"Think of it Ben, with the powers of the watch and your DNA, I will be unstoppable." Ghostfreak declared.

Ben glanced to his left to see a glimmer of white shining through the creases in the curtains. He narrowed his eyes in determination. Erza turned to Ben's gaze and immediately deduced what he was going to do. The boy hero swung himself onto a curtain, grabbed hold, and pulled it down, letting in the morning sunlight.

"It's time you saw the light, freak!" Ben quipped.

Ghostfreak cried out from instant contact with the light. Ben grunted when he fell to the catwalk beneath the large window. He quickly got up to see the ghostlike monstrosity trying to float into the shadows. The Omnitrix bearer ran over to the remaining curtains and pulled them down, letting the sunlight fill the room.

Ghostfreak's agonizing screams intensified while smoke began to billow off his body. The Ultimate Team watched on with expressions of mixed relief and horror as Ghostfreak's body turned black and began to crumble away. Just before his body was disintegrated and engulfed in bright violent flames, he let out a high-pitched squeal.

Ben leaned up against the wall and sat on the floor, breathing a sigh of relief.

The scene began to contort and fade away as the memory came to an end. As darkness formed around the group, they looked at each other with uneasy expressions.

"Man…I don't envy Ben for going through that." Gray stated.

"Me neither." Natsu agreed. "That whole experience was freaky."

"Aye, sir!" Happy chimed.

"Well, at least we don't have to see that ghost-monster thing again." Lucy assured with a smile.

"I wouldn't be so sure." Erza disputed. "We haven't faced any other Entrapment manifestations yet, and I would bet that is about to change."

The blonde's smile instantly vanished as she sulked. "Of course it will…"

"She's right." Azmuth appeared in front of the team. "In fact, I can already sense the Entrapment preparing to make its next move."

All of a sudden, the earthshaking roar of thunder startled the group. They looked up to see black storm clouds accumulating above them, purple lightning flashing through them. Erza narrowed her eyes in recognition. She summoned a sword and clenched her armored fist around the hilt.

"Prepare for battle!" Erza commanded.

"Oh yeah!" Natsu shrouded his fists in flames. "I'm all fired up now!"

"Good timing." Gray stripped off his shirt as an icy mist cast off his body. "I was itching for a fight."

"Okay…" Lucy said nervously, sweating profusely. "How about I just let you three take care of this while I stay back here and give moral support."

"Scared…?" Happy mocked.

"Shut up, yah stupid cat!" the blonde yelled.

"Hey…hold on a second." Gray interrupted. "Where's Azmuth?"

The team looked at Gray and then glanced around, finding no sign of the subconscious manifestation.

"But, he was just here…" Erza mumbled, confused.

"Ah man! Don't tell me he bailed on us again!" Natsu whined.

"Looks that way," Gray noted, annoyed.

"No matter," the scarlet-haired knight proclaimed, "we must be ready. I have a feeling this battle will be much harder than the last."

"Terrific…" Lucy grumbled.

Suddenly, the blank scene around the Ultimate Team began to contort and take shape. Within seconds, the gang was now standing in the middle of the Bancroft Academy schoolyard. The sky above was filled with onyx storm clouds and the flash of mauve lightning. All in all, the scene was quite creepy.

"What are we doing back here?" Gray wondered.

"Didn't we just see this memory?" Natsu asked, confused.

"This isn't a memory." Erza looked around, narrowing her eyes. "This is a battleground."

A loud flash of lightning caused the team, minus Erza, to jump in alarm. The booming roar of thunder soon followed. Then, the wind began to pick up violently. Lucy put her hands on her skirt to keep it from flipping up as Happy hung on to her shoulders to keep from flying away. Erza equipped another sword and resumed a fighting stance while Natsu and Gray followed her example.

"What's happening?!" Lucy cried.

"It's the Entrapment!" Erza shouted. "Just like before!"

"NO! This feels different…" Gray added.

Suddenly, five masses of dark clouds swirled above the Ultimate Team. The wizards could only look up as they were each trapped within their own respective twister. Within an instant, the gang began to cry out in agony. Each of them felt as if boiling toxins had been poured into their bodies.

Lucy fell to her hands and knees, hot tears streaming down her face as she clenched her eyes shut. She and Happy were the first to fall unconscious. Natsu fell to his knees and clutched his pink hair, the veins on his neck and temples throbbing madly. The Dragon Slayer let out a painful yell before he collapsed face first to the ground. Gray clenched his teeth tight until he finally let out a cry and fell too.

Erza dropped to a knee and gnashed her teeth as unbearable pain filled her body and mind. Her attempts to hold in her agony were proving futile. She looked around to see that she was enveloped in a dark twister.

'No…Ben…' She thought before she fell unconscious.

Meanwhile, observing the Ultimate Team fall from afar, a being of the darkness chuckled forebodingly. "It ends here." He rasped. "But first…let's have some fun."

…

Gray's eyes suddenly snapped open. He breathed deeply as he lied on the snow-covered ground for a brief moment, completely clueless. Wait…snow? The onyx-haired wizard quickly sat up, looked around, and gasped. He was in the middle of a destroyed village. The buildings all laid in ruin.

"How did I get here…?" Gray thought out loud. "Wasn't I…"

He remembered standing alongside his friends, preparing to battle another Entrapment manifestation. Then, the last thing he recalled was swirling black clouds followed by a lot of pain.

As Gray studied his surroundings, his eyes widened from a frightening realization. He knew this place. It was where…

"No…" he whispered. "It can't be."

"But it is." A feminine voice interjected.

He immediately turned around and gasped at what he saw. Standing in the snowy street of the destroyed village was his deceased master and surrogate parent, Ur. She stood tall and gazed at Gray with an expression full of contempt.

Gray's eyes bulged out and his mouth gaped a little. His body began to tremble from shock and confusion. "U-Ur…" he stuttered. "Y…Y…Y-you're alive…?"

"No. I'm not. I'm dead." She closed her eyes and lowered her head. After a tense moment, she looked back at her former student in utter disappointment. "And it's all because of you."

Gray took a step back, and at that moment, he thought he felt his heart stop. A cold sweat started to drip down his face.

"I…I…" Gray stammered, unable to articulate anything else.

"She's right." A boy's voice said.

The black-haired teen turned to his left toward the source of the voice and gasped once more. Standing there was Lyon; however, he was a young boy, the same age they both were when Ur used Iced Shell to entrap Deliora. The little, white spiked-hair boy glared at Gray with derision.

"It was your fault." He declared through clenched teeth. "You selfishly ran off thinking you could beat Deliora on your own. It was because of you that our teacher followed you! It was because of you that she had to take on Deliora! And it was because of you that she sacrificed herself!"

Gray's heartrate increased while his breathing became irregular. He lowered his head and closed his eyes, clenching his teeth. Everything that Lyon said was true. He was guilty of Ur's death. He was already aware. He knew that ultimately it was his fault, but just hearing it coming from these two especially only made it worse.

"I…I know." Gray choked out, feeling tears stream down his face. "I'm sorry."

"YOU'RE SORRY!?" Lyon exclaimed in outrage. "You killed our master and destroyed my dream of surpassing her, but you're sorry?!"

"I…" Gray couldn't say anything as he fell to his knees, sobbing. The guilt was really beginning to get to him now, more so than his experience on Galuna Island.

Suddenly, the ground began to shake, but in a pattern like footsteps. The Fairy Tail wizard lifted up his head and felt his breathing stop. His eyes widened in horror and shock. The mighty demon that was Deliora towered above him, glaring down at him with its evil red eyes.

"D-Deliora…" the ice wizard stuttered.

"It was you!" Deliora said in a deep, booming voice; which shocked Gray to no end. "You made Ur make the ultimate sacrifice to defeat me, so she could save your pathetic life."

Gray trembled in fear as he stared up at the demon in shock. He lowered his head again and stared at the ground. He remained that way for a long painful moment until he finally snapped.

"No. NO! This can't be happening!" The ice-make wizard shouted; trying to make sense of what was transpiring.

"Oh, but it is." A creepy, raspy voice called out.

Gray looked up and turned his head around, searching for the voice. However, he found nothing but the images of Ur, Lyon, and Deliora glowering deeply at him.

"Whether they are real or not is irrelevant. The guilt is very real." The voice rasped. "Your precious teacher is dead while your former friend's dream was crushed. Deliora may have been the reason why Ur had to give her own life, but it was you who caused such an event. It was you who led her to her death…like a shepherd leading the lamb to the slaughter."

Gray gnashed his teeth and clutched his head, trying to block out the raspy voice's words…even if they were true.

"No…no…make this stop…MAKE IT STOP!" He cried out desperately.

…

Lucy let out a muzzy groan. She opened her brown eyes as consciousness began to return. The Celestial mage sat up from the floor and looked around. Her breath suddenly got caught in her throat when she realized where she was: her father's office at the Heartfilia Konzern.

"W-what…?" Lucy faltered. "I'm…at my old home? But how?"

"Lucy," a voice said.

Lucy gasped as she turned forward. Standing behind a big desk and viewing out a large window was Jude Heartfilia, her father. He was a relatively tall, middle-aged man with black eyes and blond hair that was slicked back. He had a matching, extremely trim mustache, and a rather firm, square jaw. To add to his image of power, he wore a brown tailored suit that appeared to be very expensive.

"D-dad." The blonde wizard gaped.

"I see you came home." he spoke in a deep, male voice full of authority.

'What is going on? How did I get here?' Lucy yelled inwardly. 'Wasn't I just inside Ben's mind?'

The Celestial mage shook her head and proceeded to speak to her father. "Dad, I…"

"But the question is…why?" Jude continued.

Lucy blinked, a bit taken back by her father's sudden inquiry and the hint of disdain in his voice. Before she could speak, he continued, "What are you doing back here? I thought Fairy Tail was your new home."

"Listen, Dad I…"

"NO! You listen to me!" Jude interjected, looking back at her with a furious expression. "How dare you come into my home and order me around! After all the countless hours of work I did to keep you well-fed and have a roof over your head, you repay me by running away?! You ungrateful wretch!"

Lucy's eyes widened from shock at her father's outburst. She felt as if cold water had been poured into her veins. He didn't mean that, did he?

"D-Dad…" Lucy choked, her eyes brimming with tears.

"Just leave, and go back to your so-called Fairy Tail friends!" Jude yelled. "You're nothing more than a worthless, ungrateful waste of time!"

Lucy clutched the left side of her chest and stared at the man who was her father in utter shock and disbelief. Tears began to stream down her face. True, she had issues in her relationship with her father, but for him to call her that, it completely broke her heart.

"N-no…" she sobbed. "You don't mean that."

"Oh, but he does." An eerie, raspy voice sounded, causing Lucy to yelp in fear. "He blames you for your mother's death."

"N-n-no…" Lucy stammered. "He… he wouldn't."

"Why do you think he devoted all his time to work instead of you after she died? It's because it was the only way to avoid you without kicking you out. Face it Lucy Heartfilia…your father loves his money more than he ever loved you." The creepy voice taunted.

After that cruel statement, Lucy fell to her hands and knees. She hung her head and closed her teary eyes, wailing out in utter despair.

…

Natsu grunted as he slowly opened his eyes to find out that his vision was blurry. When the Dragon Slayer's eyesight refocused, he saw that he was lying in a grassy clearing surrounded by forest. Natsu quickly sat up and looked around in utter confusion.

"Huh?" He scratched his head. "How did I get here?"

The pink-haired wizard observed his surroundings for a moment before his eyes widened in incredulity. Natsu knew he wasn't in just some random clearing, he knew this place.

"This is…" He trailed off, shocked.

Suddenly, he felt the earth shake behind him while a large shadow was cast over him. Natsu gawked at the shadow's shape.

"No. It can't be…' he thought.

"Natsu," a deep, powerful voice said.

Natsu gasped from recognition. He turned around and an expression of surprise spread across his face.

"I-Igneel…" Natsu stuttered.

Indeed, standing before the pyromaniac was the Fire Dragon King, Igneel, and he had certainly earned the title. He was a gigantic dragon covered in dark, red scales while his underbelly and the inner portions of his legs and tail were beige. Black spikes went down from his back to the end of his tail. Igneel's head was triangular with horns, a large pair of round glowing yellow eyes, and very sharp canine teeth. His massive bony wings resembled a bat's with rippled tips.

Natsu began to tremble as he stared at his foster father with a mix of shock, disbelief, and happiness.

"Igneel!" Natsu exclaimed happily. "You're alive! I thought I'd never see you again!"

He got up from the ground in haste and ran toward the red dragon. Unexpectedly, Igneel held out his front left leg and flicked Natsu away with his claw. The pink-haired wizard grunted painfully when his body slammed into a tree.

Natsu pulled himself out from the shattered trunk of the tree, and looked back at the Fire Dragon in confusion and slight hurt. "Igneel…what's the big idea?"

"Don't come near me. You are not allowed to approach the one and only Igneel." The Flame Dragon King declared scornfully.

"What are you talking about? And by the way, why'd you abandon me seven years ago?!" Natsu demanded.

Igneel snorted. "Isn't it obvious, boy?"

"…No…not really…" Natsu said dumbly.

Igneel narrowed his yellow eyes at Natsu. "You never were known for your thinking abilities. Then allow me to explain the reasoning behind my leaving."

Natsu shook off the pain in his back and looked up at the Fire Dragon expectantly; however, nothing could prepare the Dragon Slayer for the three words about to come from him.

"You. Are. Weak." Igneel stated.

Immediately, Natsu's world came crashing down as disbelief and anguish grew on his visage.

"W-what…?" Natsu stammered.

"You are weak." Igneel repeated in frustration. "You are nothing more than a weakling and a disappointment. That is why I abandoned you. You are simply not worth my time…just like now."

Natsu stood in a petrified position, staring up at Igneel in painful shock. He could feel his knees quake as despair tore at his heart. The Flame Dragon King glanced at Natsu in disappointment before he turned away and flapped his mighty wings a few times, flying off into the horizon.

"No. No. NO!" Natsu cried out, falling to his knees as tears flowed down his face. "Igneel, no! Come back! Please…please…father."

The heartbroken Dragon Slayer could only watch in utter despair as his father abandoned him again.

…

In the middle of the ocean, a small blue cat was struggling to stay afloat as he was thrown up and down by the large waves. However, it was not the water that was terrifying the cat; it was the big black dorsal fin that was classically shaped like a Great White shark coming straight for him.

"HELP!" Happy cried, desperately trying to swim away from the underwater predator. "SOMEONE HELP ME!"

"There is no escape!" a raspy voice mocked. "The precious food that you love now wants to eat YOU!"

"NO!" Happy wailed. "Cats are supposed to eat fish, NOT THE OTHER WAY AROUND!"

…

Slowly, Erza's eyes began to open. An inaudible groan escaped from her lips as she returned to consciousness. The first thing she could see was a bright bluish blur. However, when they refocused, nothing could prepare her for what her eyes saw then.

Titania immediately sat up and turned her head around in every direction. She shut her eyes again and reopened them to confirm if she was dreaming or not. Her breathing began to increase as the daunting realization began to sink in: she was in the Tower of Heaven once more.

"N-no…this…this can't be right." Erza murmured, shocked.

The tower itself was in its true form, comprised of pure ethernano. Erza stood up and realized she was at the top of the tower, the same place where the final battle with Jellal transpired.

"This is impossible." Erza's eyes widened. "The tower was completely destroyed!"

All of a sudden, maniacal laughter broke out behind her. Erza froze and felt her blood run cold. She knew the sound of that voice anywhere.

'No…' Erza turned around and was met with a horrifying sight.

Wally, Millianna, Sho, and Simon were all lying on the crystal floor dead, with puddles of blood beneath them. An expression of utter horror appeared instantly on the redhead's face.

"No…" Erza's legs started to wobble until they gave out, bringing her to her knees. "…no…NOOOO!" She cried out, tears beginning to cascade down her face.

"AAAAHHHHH!" A painful cry hollered out.

Erza froze once more when she recognized the sound of that yell. The Fairy Queen turned to her right and was greeted with an unbearable sight. Ben crumpled on the floor in a dead heap, blood pouring from the new wound in his chest. Jellal stood over the fallen hero with crimson liquid dripping from his right hand. He turned to Erza with an unadulterated evil smile plastered on his face.

The redhead gasped in panic and fear. No. This couldn't be real. It just couldn't!

"No…this can't be…" Erza uttered in terror.

"This is very real, Erza. Very, very real." Jellal said in a soothing yet menacing voice. A purple eye symbol flashed in his right eye as he ambled toward her.

Erza warily stepped back. Lost in her fear, the redheaded wizard was taken by surprise when a large crystal lacrima arose from the ground behind her. A Binding Snake then wrapped around her, causing her to cry out in pain. Immobilized, she was yanked into the lacrima by the Binding Snake. Erza cried out once more as her body was drawn into the crystal, feeling as if dozens of cold knives were stabbing her at once.

"The time has come, Erza." Jellal stated, a sneer adorning his face. "Tonight, you will be sacrificed to Zeref. You cannot run from your destiny any longer!"

Erza struggled to break free, but it was futile. She cried out as the crystal consumed her.

'No…no…it can't end like this…' Erza thought, trembling in trepidation.

"Oh, but it will." A bone-chilling voice hissed. "Your friends are dead, murdered by the one you once loved so dearly. You cannot hide from your past. This is your punishment for abandoning them in the tower so many years ago. This is the price you must pay for your weakness!"

Erza lowered her head in shame and closed her eyes. She sniffled as tears poured down her face. At that moment, the Fairy Queen ceased her struggles and accepted her well-deserved fate.

…

Meanwhile, in the Bancroft Academy schoolyard, the Ultimate Team was lying unconscious on the ground. Five masses of black-purplish clouds swirled around each of them. Suddenly, a bright flash filled the courtyard as Azmuth appeared.

"Ugh," the subconscious manifestation groaned, rubbing his head. "I can't believe I allowed the Entrapment to get the drop on me. Thankfully, I was able to escape its clutches."

He looked forward and gasped at the sight of the Ultimate Team being consumed by darkness. "It appears they were not so lucky."

Azmuth snapped out of his musings and rushed forward. When he came within a meter, his fears were confirmed. The Entrapment had infected the team in a similar manner of how it did Ben. It had dug into their minds, unlocked their deepest hidden fears, and devised a simulation of their worst nightmares for each of them to experience.

"I pray that it's not too late." Azmuth dreaded. "If it is, we're all doomed…"

Ben's subconscious concentrated in order to establish a mental-link with the group. Once he was confident he had a connection, he spoke, "Everyone, wake up!"

Suddenly, all the team members trapped in their respective nightmares paused as soon as they heard Azmuth's voice boom around them.

"Uh…Azmuth?" Gray muttered, glancing around him.

"Was that the small brainy guy?" Natsu wondered, confused.

"…Azmuth…" Erza gasped lightly.

"Someone help me!" Happy cried desperately, trying to avoid the shark swimming toward him. "I can't swim any longer!"

"Listen to me, all of you! The Entrapment has affected you." Azmuth explained urgently. "It's dug into your mind and created a simulation based off your worst fears. It's trying to break your spirit."

The eyes of the Ultimate Team widened in shock upon hearing this news. What they were all seeing, all these horrors that they thought were real, were fake?

"What you are all seeing IS NOT REAL! You must fight it!" Azmuth shouted.

Gray's expression hardened, his hair casting an ominous shadow over the upper half of his face. He instantly ceased his crying and stood up.

"I'll give this spell some credit. It is pretty nasty." Gray said coldly. He clenched his fists and turned to face Ur, Lyon, and Deliora with a furious expression. "I've made some mistakes in the past, but I'm not gonna let that stop me from heading to the future. And I'll be damned if I let this stop me from saving my friend!"

Suddenly, an icy blue aura appeared around Gray and began to expand. As a result, the scene around him began to contort and stretch.

The simulation of the other members was met with similar results as their determination to fight increased. A fiery orange aura cast off Natsu while Lucy's was gold, Happy's was blue, and Erza's was crimson red.

The field and forest around Natsu began to catch flame as a fiery orange aura expanded around him. "That wasn't Igneel." The Dragon Slayer hissed. "He was just a fake! And what he said-"

"-isn't true." Lucy exclaimed angrily at her 'father'. "My father may be a lot of things, but I'm not gonna let his opinion of me keep me from finding happiness in my life!" The golden light intensified around the Celestial wizard, causing the scene to bend and break apart.

The crystal that encased Erza suddenly shattered, bringing a shocked expression to Jellal's face. A shadow was cast over her right eye as she glared daggers at him. A crimson aura grew around her and caused her surroundings to crack apart.

"The blood of Simon may be on my hands, but my friends: Sho, Wally, and Millianna are out there exploring the world. None of this is real." Erza proclaimed. "What is real; however, is the fact that my dear friend Ben is laying on a bed in pain. This spell is killing him. And I won't allow my own fears to stop me from saving him!"

"Because I'm -" Gray began, his body engulfed in blue, icy energy.

"-a Fairy Tail-" Natsu said, the flames coursing around him growing hotter and hotter.

"-WIZARD!" the Ultimate Team declared simultaneously.

At that moment, the simulations the wizards and cat were trapped in shattered completely. The Entrapment spell was powerful; however, it was completely powerless against the sheer willpower of the Fairy Tail wizards.

…

Back in the Bancroft Academy schoolyard, Azmuth smiled as he watched the five dark masses around the Ultimate Team began to dissipate before completely disappearing. His words had reached them through the darkness.

'They truly are strong.' Azmuth mused. 'You couldn't have picked better friends, Ben.'

The group groaned as they awakened from their nightmare-filled slumber. They returned to their feet a bit lightheaded, but it quickly began to pass.

"Well done, all of you." Azmuth praised. "You successfully broke away from the Entrapment's clutches."

"That's a relief." Natsu commented.

"Yeah," Lucy agreed, rubbing her forehead. "That whole experience was horrible."

"No kidding," Gray folded his arms over his chest.

"Aye!" Happy piped in. "I've never been so scared in my life."

Erza turned to Azmuth, who was standing in front of the team. "Azmuth, those nightmares that we each went through, is Ben going through something similar?"

The subconscious manifestation stared at the scarlet-haired knight in silence for a brief moment. "Yes, but since the Entrapment is focusing most of its energy on Ben alone, what he is experiencing is much worse." He responded.

Alarmed and horrified expressions took hold on the Ultimate Team's faces. They each had gone through their worst nightmare just then, but that experience was only a taste of the Entrapment spell's power? What was going through was worse? This utterly terrified them, especially Erza. They knew then that they needed to hurry and rescue Ben before it was too late.

"BAAHHH! UNBELIEVABLE!" An angry, raspy voice screamed out.

The clique immediately froze upon hearing the voice; it sounded familiar to each of them.

"That voice…" Happy stuttered.

"…it's the same one…" Lucy picked up.

"…from our nightmares." Erza concluded, looking around for the source.

Natsu lit his fists in flames. "It's the same one that was mocking us! Where is it!? I'm gonna kick its butt!"

Before anyone could comment, a ghostlike being with black cracks over its body, clawed hands, and a single purple eye on its head appeared above the group. It was none other than Ben's form, Ghostfreak.

The faces of the wizards and cat paled slightly as soon as they realized what they were up against.

"Uh oh," Lucy commented.

"Not that form…" Gray added warily.

"This isn't good." Erza muttered.

Ghostfreak glowered down at the group, specifically Azmuth. "They would've all fallen if you hadn't butted in, you little pest!" he rasped.

Ben's subconscious narrowed his gaze up at the ghostlike being. "I'll admit the Entrapment did get the drop on me; however, I promise you, it won't happen again." He responded coldly.

"Yeah!" Natsu followed up. "We ain't gonna let you trick us again either! You're going down, ugly!"

The visages of the others became determined as they nodded in agreement.

Ghostfreak scoffed. "You have heart…but none of you possess the strength to stop me!"

"Wanna test that theory?" Gray challenged, an icy mist wafting off his body.

"YEAH!" Natsu exclaimed, flames coursing around him. "If you're so tough, come down here and prove it!"

"Something tells me that's not such a good idea." Lucy squeaked nervously.

The Entrapment manifestation growled. "So, you wish to battle? Very well. This futile mission of yours ends now!"

"Not a chance! You better be ready because I'm about to kick your pale butt!" Natsu punched his open right palm with a roguish grin.

"Not before I do flame-brain." Gray got in a battle stance, his ice magic flaring around him.

"I also have a score to settle with this monster." Erza added as her body was shrouded in golden light. When it dissipated, she was clad in her Heaven's Wheel Armor with twin blades in her hands.

The Fairy Tail trio swiftly leaped into action.

Golden, dragon wing-shaped flames took shape on Natsu's arms. "Fire Dragon Wing Attack!" he yelled.

"Ice Make: Arrows!" Gray summoned a crossbow in his arms, aimed it at his opponent, and fired a salvo of icy arrows.

Erza slashed her blades in a pentagram formation. "Heaven's Wheel: Pentagram Sword!" A silver-white energy blast took the form of a pentagram and shot toward Ghostfreak.

Ghostfreak wasn't the least bit intimidated by the three wizards' attacks heading straight for him. "What a pathetic show of power."

The Ectonurite simply became intangible, letting the fire, ice, and sword attacks phase through him and destroy a wall behind him. Natsu growled as streams of fire ignited from the soles of his feet, launching him straight toward Ghostfreak.

"I'll show you 'pathetic' you gutless coward!" Natsu retorted. "Fire Dragon Iron Fist!"

Ghostfreak turned intangible and allowed Natsu's flaming fist to pass through him. He pivoted and extended a cluster of tentacles from his abdomen, wrapping them around Natsu's right ankle. The Dragon Slayer had little time to react as he was tossed violently into an unprepared Gray. The two wizards cried out as they slammed into each other hard.

"Yes, you did indeed show me what pathetic was." Ghostfreak mocked.

Erza shot toward Ghostfreak while his back was turned, preparing to get the drop on him. The ghostlike alien could sense a presence behind him and swiftly turned around, grabbing Erza's sword in mid-swing. Titania's eyes widened, how did he see her coming?

"Almost, dear. But 'almost' doesn't work in battle." The phantom taunted.

Erza cried out as she was spun around and sent crashing into the ground. Natsu and Gray steadily regained their bearings and glared at the Entrapment manifestation. Both of them widened their stances as they charged up their respective magical powers.

"Ice-Make: Lance!" an icy blue magical circle appeared in front of Gray, shooting out a bombardment of ice lances.

Natsu's cheeks puffed out far more than a normal human's should. "Fire Dragon Roar!" A powerful flaming torrent tore out of his mouth.

Ghostfreak disappeared from sight as the fire and ice attacks collided with a building, reducing it to smoldering rubble.

"Dammit!" Gray cursed.

"C'mon, you cheater!" Natsu shouted, annoyed. "Come out and fight like a man!"

Suddenly, Ghostfreak phased out of the ground beneath Natsu's feet and sucker punched him in the face. The Ectonurite flew up and delivered a powerful blow into the fire wizard's gut, sending him careening back until he smashed into the ground.

"I am no man, you fool." Ghostfreak rasped.

Gray gritted his teeth as he bent his knees and leaped into the air. "Ice-Make: Battle Axe!" A wave of ice erupted out from his magical circle.

Again, Ghostfreak's body became intangible and allowed the ice-wave to destroy a section of building. When Gray landed, he glared up at the ghostlike monster.

"I'm really getting tired of that trick." Gray grumbled.

"This battle is both pitiful and pointless." Ghostfreak rasped. "Can't you see that you're all wasting your time?"

Ghostfreak became alert when he felt a familiar presence behind him. He swiftly turned around and caught Erza's right wrist. Gray and Erza, who was re-quipped into her Flight Armor, were both shocked. How did he see her coming that fast?

"I'm afraid that trick won't work again, dear." The manifestation tossed Erza back to the ground; however, she regained control in midair and landed on her feet next to Gray.

"This isn't going well." Gray noted.

"I can see that." Erza said curtly.

Lucy ran up to the two while Happy flew next to her.

"We're going to need another plan of attack." Erza stated.

"I have a plan: ATTACK!" a loud, obnoxious voice shouted out.

Natsu propelled himself toward Ghostfreak with streams of fire shooting from his feet once more. "Fire Dragon Sword Horn!"

Ghostfreak flew up to evade Natsu's ramming attack. "Ah crap…" he complained just before crashing into the school's clock-tower.

Erza face-palmed, frustrated.

Gray scoffed and shook his head. "Brilliant plan," he praised sarcastically.

"Natsu!" Happy cried urgently as he flew toward his best friend.

"I grow weary of these games. It's time I finish this. You'll regret crossing paths with…the Entrapment!"

Suddenly, long, black talons sprouted out from Ghostfreak's hands. His white-and-black cracked body began to rip apart and revealed greyish-purple skin underneath. A horrendous clump of grey tentacles burst from his abdomen as long spikes sprung down his spine. Finally, he reached up and peeled the white skin off his head, exposing his creepy upside-down skull-head. Ghostfreak was now in his true form.

Gray and Erza shivered in disgust while Lucy squealed in fear.

"It's even more frightening the second time." Lucy shrieked.

"No kidding," Gray agreed.

"Re-quip!" Golden light enveloped Erza's body. What nobody noticed was how Ghostfreak backed away and slightly flinched from the brightness. When the light faded, the redhead was adorned in her revealing Black Wing Armor. "Defeat is not an option. We will vanquish this fiend!" she exclaimed strongly.

Erza levitated into the air and shot toward Ghostfreak in an instant. She slashed at the phantom, but he easily dodged it. The swordswoman relentlessly slashed away at her opponent with incredible speed; however, Ghostfreak simply eluded each strike. Suddenly, he completely vanished from sight.

"Where'd he go?!" Lucy yelped.

Gray looked around and paused when he noticed a dark mass materializing above Erza. "ERZA, LOOK OUT!"

Immediately, Gray summoned a large ice platform to launch him into the air. An icy mist cascaded along his forearms, and then hardened into a pair of ice blades. "Ice Blade: Seven Slice-"

Before Gray could finish his chant, Ghostfreak turned to him and fired a purplish-grey energy beam from his stomach. The ice-make wizard's eyes widened in disbelief before he was struck by the dark ray. He cried out in agony until he collided into a stone wall with a loud smash, a dust cloud blocking him from view.

"GRAY!" Lucy screamed.

Erza's eyes widened from shock and alarm before they narrowed into rage at Ghostfreak. "Why you…!"

The Fairy Queen reared back her sword and unleashed a powerful silver energy wave at her adversary. "Moon Flash!"

Ghostfreak once more phased through the blast and stared down at Erza with a creepy, smug smile. "Ha-ha-ha-ha!" he cackled madly, and then turned invisible.

Erza's body stiffened as her senses were on high alert. Without warning, Ghostfreak materialized behind her and fired his dark beam into her back.

"ERZA!" Lucy screeched, horrified.

Erza cried out as she fell and her body dug a trench into the ground from the force of the blast..

Seeing the three strongest members on their team get taken down shook Lucy to the core; however, there was no way she was going to surrender. She was a Fairy Tail wizard, after all.

"Okay, it's time I get into this battle too!" With a determined expression, Lucy pulled out one of her keys, which as shaped like a battle axe, and thrust it forward. "Open, Gate of the Golden Bull: Taurus!"

With a puff of smoke, and the sound of a loud doorbell, a large, humanoid cow-man jumped out and into the fray. He was extremely buff, had white skin with black splotches, like a typical cow. He wore black briefs and a holster on his back that contained a very large battle axe.

"MooooOOOO!" Taurus exclaimed, flexing his impressive muscles.

"Alright, Taurus, time to-"

Lucy cut off as the cow-man turned to her with hearts in his eyes, and inputted, "Well, hello, Miss Lucy. Your body's looking gooood as usual."

Lucy sweat dropped, exasperated. "No time for time that, Taurus! Time to bring the pain!" She pointed to Ghostfreak.

Taurus grinned as he pulled out his battle axe and readied it. "Okay, Miss Lucy. But if I do, will you poooOOse for me and give me a great big smooOOch?" He asked perversely.

"NO, YAH BIG PERV!" Lucy shouted, frustrated. "Just attack already!"

"Listen here, you ugly goooon, I'm not gonna let you lay a finger on Miss Lucy's rockin'body!" Taurus bent his knees and jumped toward the floating, deformed phantom. He reared back his axe over his head and proceeded to bring it down on his opponent. "MoooOOOO!"

"A cow-man? What do you take me for, girl?" Ghostfreak hissed and, astonishingly, stopped Taurus's axe with one hand. Both Lucy and the Zodiac Spirit were blown away by this. Taurus was one of Lucy's strongest spirits, and this guy stopped his axe swing with one hand!

Ghostfreak yawned in boredom. "Was that supposed to be an attack, or are you just offering your weapon to me?" he taunted.

The manifestation grabbed the battle axe's shaft with his other hand, spun around, and tossed Taurus into a stone wall. He then aimed and fired another dark beam at the cow-man, effectively taking him out of the battle.

"Oh no! Taurus!" Lucy yelled, worried.

Taurus's body was buried underneath a pile of rubble, only his head was sticking out. His eyes swirled as birds and stars circled above his head. "Sorry, Miss Lucy…" he moaned, and disappeared in a flash.

Ghostfreak sneered and examined the axe in his hand before it vanished. "Though I appreciate the offer, axes aren't really my style."

A purplish-black haze formed in his hands and took the shape of a deadly-looking scythe. He laughed madly and twirled the weapon in his hand. "Now this is a weapon."

"And this is a kick to the face!" a loud voice shouted.

Ghostfreak rotated his skull backwards to see Natsu being thrown toward him by a flying blue cat. His feet were wreathed in bright flames, which made him slightly flinch in response.

"Fire Dragon Claw!" Natsu yelled.

Before the Dragon Slayer's blazing feet could strike, Ghostfreak went intangible, materialized behind him, and struck him with his scythe. Natsu cried out as he crashed into the ground in front of Lucy, who quickly rushed to his side.

Natsu groaned as he sat up. "Lucky shot…" he grumbled.

"Maybe you shouldn't have given away your position like that?" Lucy suggested.

"Aye," Happy agreed, hovering next to the duo.

The blonde wizard turned to the blue cat. "Happy, Gray got taken out of the fight. Can you go see if he's okay?" She requested, pointing to the area where the ice wizard had been blasted to.

"Aye, sir!" Happy saluted as he flew away to check on their fallen comrade.

Ghostfreak let out another round of creepy, raspy laughter. "Just give in. You don't stand even the smallest chance against me." He became invisible once more.

"Where'd he go?" Lucy stammered.

Natsu growled and returned to his feet, balling up his fists. His sense were on high alert as he glanced around, searching for even the smallest indicator of Ghostfreak's location.

"This resistance of yours is in vain. Anything that you throw at me, I can simply become intangible to avoid it. You have failed your friend, and now you too shall share his fate in oblivion." Ghostfreak's eerie voice echoed around them.

"You talk too much, ugly." Natsu retorted.

All of a sudden, Ghostfreak appeared in front of Natsu and backhanded him to the ground. "Oh, and you don't?" He held the scythe to the Dragon Slayer's throat, millimeters away from slashing it. Natsu's fingers dug into the ground and he gritted his teeth, knowing the severity of his situation. "I've had enough of your obnoxious banter!"

Lucy gasped in terror and, without hesitation, sprinted toward her friend. "Natsu!"

Sensing the weak blonde running toward him, Ghostfreak snarled and rammed the butt of his scythe into Lucy's gut. The Celestial mage bent over in an L-shape, hacking up a bit of blood. Natsu instantly froze while his eyes widened like dinner plates. Ghostfreak then smacked the scythe's shaft into Lucy's face, sending her to the ground in a painful daze.

Erza, who was just regaining consciousness through the cloud of pain in her body, gasped at the sight. "LUCY!"

"I have the taken the form and possess the strength of one of Ben Tennyson's greatest enemies. What chance did any of you lowly wizards have against me?" Ghostfreak said snidely.

Natsu snarled viciously as primal rage consumed him. "You BASTARD!" He roared. Suddenly, his entire body ignited into a large inferno. The grass in the area instantly burned away and the ground charred and became burning hot. "NOBODY HURTS MY FRIENDS!"

For the first time, Ghostfreak cried out in pain and flew back into the darkness. Erza's eyes widened from what she had seen. She had caught a quick glimpse of Ghostfreak's skin smoking when he was near Natsu's bright flames before he retreated into the shadows. She then remembered two scenes from the memory the team had witnessed, and that's when it dawned on her.

"I am such a fool!" Erza chided, regaining her footing. She turned her lethal gaze to Ghostfreak, who had reappeared further away from Natsu. "You claim to possess the strength of Ghostfreak, which means you also possess his weakness as well!"

An apprehensive expression crossed Ghostfreak's ugly mug. "What?!" he shouted.

"Re-quip!" Erza chanted, concealing her body in golden light, which Ghostfreak backed away from.

When the light died down, Erza was now donned in a plain, white one-piece suit that had a matching pair of metal arm and knee guards. She wore a pair of high-heeled armored greaves that covered her calves. Her armor was mainly composed of orange and yellow leather-like material that was sported as orange wing-shape pauldrons on her shoulders and waist. Her shoulder pauldrons had white wings protruding from the center of the shoulder guard, and the pauldrons on her waist were supported by a dark pink belt. Her crimson hair was styled in tangled buns on top of her head, and she also wore a silver choker around her neck that featured a reddish-pink gem.

"Morning Star Armor!" Erza shouted, with twin blades in her hands.

Lucy groaned as she steadily lifted herself off the grassy ground. She cringed when she felt the stinging bruise on her face. She glanced up to see Erza sporting a new suit of armor she hadn't seen before and Natsu consumed in bright, intense flames.

The Fairy Queen leapt into the air, charged up her blades with magic power, and discharged twin waves of light. Natsu shot streams of fire from his feet to launch himself at Ghostfreak, took a deep breath, and unleashed a brilliant Fire Dragon Roar at him.

The hideous phantom howled out in anguish as he swiftly flew away from the brilliant light and flames, and into the shadows.

Lucy's brown eyes widened. The memory of Ben pulling down the curtains and watching Ghostfreak burn up in the sunlight struck her like lightning.

"That's it! Light!" Lucy shook off her pain and got on her feet.

The Celestial wizard pulled out a golden Zodiac key from her belt, and thrust it forward. "Open, Gate of the Lion: Loke!"

After a flash of gold and a doorbell sound, Loke appeared in front of her. His orange hair was spiked up and he wore a white button-up shirt, black jacket and pants, red tie, and a pair of shades.

Loke turned to Lucy with a confident smirk. "Well, hey there, gorgeous. Did yah miss me?"

"Loke, we really need your help right about now." Lucy said urgently.

He looked at the unsightly phantom-like monster Erza and Natsu were battling, and slightly shivered in disgust. "Damn. The hell is that thing?"

"Long story, but your light magic is its only weakness!" Lucy inputted.

"Is that right?" Loke paused when he saw the bruise on Lucy's face. He narrowed his eyes and glared at Ghostfreak, loosening his suit's cuffs. "Well, I certainly wouldn't wanna disappoint that beautiful face."

With that, Loke rushed into the fray. Erza and Natsu landed on the ground several meters apart. They were taken by surprise when Loke jumped in the middle.

"Hey there, guys, miss me?" He greeted.

"Loke?" Erza questioned.

"Nice to see yah again, man" Natsu grinned. "Yah mind helping us take out this trash?"

Loke's expression darkened. "This thing put a bruise on my master's gorgeous face. So, Natsu," bright golden light began to generate off his body, "it'll be my genuine pleasure."

Ghostfreak backed away cautiously, unnerved by yet another opponent with light-based abilities. "You won't win! You will all fall! Nothing can stop us now!"

"You hurt our friends, you ugly bastard!" Natsu shouted, the flames around him growing hotter. "There's no way in hell we're gonna let you get away with that!"

"Agreed," Erza's visage became stone-like.

"Nobody lays a finger on my master, without facing my wrath." Loke said coldly.

"RAGGGH!" Ghostfreak fired a dark beam from his intestines, which the trio avoided by diving out of the way.

Lost in his rage, Ghostfreak was taken off guard when Erza flew up and sliced his scythe in half.

"WHAT?! BUT HOW!" He cried incredulously.

Erza swung her twin swords forward, releasing two enormous waves of yellow light. "Photon Slicer!"

Ghostfreak wailed out in pain as the light attack cut into his body, causing smoke to pour out.

"Time to end this!" Natsu leaped into the air. "Dragon Slayer Secret Art:" the fire coursing around the pink-haired wizard became extremely hot while his eyes shined bright gold. Natsu produced long torrents of fire from his arms, which moved toward Ghostfreak in a spiraling formation. "Flame Lotus, Exploding Flame Blade!"

"Now, the big finale," Loke moved his arms in a circular motion and shot out a large blast of brilliant, golden light. "Regulus Blast!"

The Regulus and enhanced-Dragon Slayer magic combined, engulfing the being of darkness in a swirling ball of brilliant light and scorching fire that resembled a miniature sun. Ghostfreak howled out in utter agony. His body became charred and quickly broke apart. The manifestation let out one last painful wail until the two magical attacks vaporized him into nothingness.

Erza and Natsu returned to the ground while Loke pushed up his shades. The trio examined the area for any trace of their foe, none were found. They had won. With that, they powered down their respective magic powers.

Loke smirked. "Well, that wasn't too hard."

Lucy rushed over and gave the orange, spiked-hair spirit a hug. "Great job, Loke!"

Erza re-quipped into her Heart Kreuz Armor. "I can't believe I forgot that his weakness was light! It was shown to us clear as day in the memory we had seen prior to this battle." She berated herself. "Please, I need someone to hit me for my folly!"

Loke glanced at the redhead and cocked a brow in confusion. "Memory?"

A groan caught the group's attention. They turned to see a banged up Gray slowly walking toward them with Happy flying next to him. His right hand was held over a nasty burn spot on his abdomen, and his body was covered in numerous cuts and bruises.

"Gray!" Lucy said, concerned. "Are you okay?"

"He certainly looks worse for wear." Natsu quipped.

"Shut it, flame-brain!" Gray snapped.

"Not now, guys!" Lucy exclaimed, not in the mood to see the idiot duo fight again.

Gray sighed and stood up. "Don't worry. My injuries aren't too bad. I just wasn't expecting that thing to fire an energy beam at me."

"None of us did." Erza conceded.

"What exactly was that thing? And what did Erza mean by seeing a memory before the fight?" Loke questioned.

"I believe I can answer that." A familiar voice called out.

The Ultimate Team and Loke turned to see Azmuth standing before them with his hands behind his back.

"Uh…what's that?" Loke asked, dumbfounded.

"Hey man, why didn't you tell us what that Ghost-dude's weakness was before you left?!" Natsu demanded.

Azmuth looked at him incredulously. "You are an utter buffoon! You just witnessed Ben using sunlight to destroy him in the previous memory. Did you all forget already?"

The group looked away sheepishly whilst Natsu blinked until it finally clicked. "Oh…heh…our bad." He rubbed the back of his head, smiling roguishly.

Azmuth groaned in exasperation.

"Can someone please tell me what's going on here?" Loke asked, annoyed.

Ben's subconscious and the team, mainly Erza and Lucy, spent three minutes bringing Loke up to speed on their situation. Needless to say, he was shocked and appalled by it. Once explanations were out of the way, Loke turned to Lucy with a determined expression.

"Well, we certainly can't let this Entrapment spell kill one of our own. You need me again, gorgeous, don't be afraid to summon me." Loke stated.

Lucy smiled. "Sure thing, Loke." The Celestial mage took his key and sent him back to the Spirit World.

"Let's go." Azmuth stepped forward and summoned another memory gateway. "We can't afford to waste any more time."

"Azmuth," Erza spoke out, "these Entrapment manifestations…they're going to keep coming, won't they?"

The subconscious was silent for a moment before he nodded.

"And each one we face will be stronger than the last, right?" Gray implied.

Azmuth nodded once more.

"How are we going to fight all of them?" Lucy wondered nervously. "Ghostfreak was strong enough, but the next one we face will be stronger?"

"Do not fret." Ben's subconscious assured, turning to face them. "If there is anyone who can face these threats, it's this destructive, rowdy group."

"Yeah!" Natsu punched his open palm. "Bring 'em all on! We'll take them all down!"

"Aye, sir!" Happy chimed.

"I love the enthusiasm, Natsu, but let us get a move on." Erza ordered, stepping into the glowing greenish-white sphere.

The rest of the Ultimate Team soon followed her into the gateway. Azmuth closed his eyes in deep thought.

"They are strong and determined." He glanced up at the dark storm clouds above. "But each villain they face is getting stronger. I surely hope they have what it takes to defeat them all."

Azmuth stepped into the sphere, heading into the next memory on their journey.

…

Meanwhile, back in the real world, Porlyusica was tending to Ben's unconscious form whilst Makarov sat at the edge of the table. He quietly observed Ben, more specifically, the Entrapment spell's magic level. The pungent feeling of its magic almost made him want to hurl, but he never allowed it to show outwardly thanks to his endurance.

What frightened him was the fact that the Entrapment's magic was going stronger by the minute. He and Porlyusica couldn't know what was happening in Ben's mind with Natsu, Gray, Erza, Lucy, and Happy in there. However, what they did know was that Ben's condition was taking a steady nosedive.

"Makarov," the Fairy Tail master was broken from his train of thought and turned his attention to Porlyusica. "His breathing is becoming shallower and his blood pressure is dropping gradually. I've applied a treatment to stabilize him, but…" she trailed off.

"But?" Makarov urged her to continue.

"There is only so much medicine can do." She replied grimly. "His body is failing. If your children do not free this young man's mind from the Entrapment soon, then…I'm afraid nothing can be done to help him."

Makarov lowered his head and shut his eyes. The feeling in the room grew more tense and gloomy as time passed.

"Just let me know if the time comes and his condition becomes too critical." Makarov instructed.

Porlyusica lowered her head, dejected. "I'm sorry I can't do much more for him."

"There is no need for you to be sorry, Porlyusica." Makarov reassured. "You have done everything you can to the best of your abilities. That is all I can say, but we mustn't lose hope in Natsu's group. They have pulled off the impossible before. There's nothing that will lead me to believe they won't do it again."

The healer turned her gaze back to Ben's inert form. His chest was slowly rising up and down, his skin had turned paler since he was brought in, and droplets of sweat were streaming down his face. His condition was worsening.

Porlyusica frowned. She took a wet rag and wiped the sweat from the fallen hero's forehead. 'I surely hope you are right, Makarov.' She thought.

…

A/N: Whew, finally it's done! Hey everyone, I apologize for the long, agonizing wait. I hope you enjoyed this newest addition of Ultimate Fairy.

The reason for the delayed update was of course the untimely death of my dad. For the first couple weeks, I was too distraught to even think about writing. Though the pain is still there, I'm starting to move forward. Another delay was the college work that was loaded onto me, but I believe I have a handle on it now.

I want to thank everyone who has help support me and given me encouraging words in this darkest hour of mine. I really do appreciate it.

I'd like to give a shout out to empirekeeper1 for giving me a great idea to add into this story.

I have three announcements before I sign off.

One: TallGuy94 and I are still working on re-writing Ch.1-6. The first two chapters are complete; however, I am going to wait until the rest is finished before I post them. I'll let you know when it's done.

Two: Stoneman85 and Masamune X23, the authors of another Ben 10/Fairy Tail fanfiction "Fairy Tail: Omniverse Invasion", and I have created a partnership with each other. We will share ideas to improve the quality and creativeness of both stories. I'm letting you know in case you see any resemblances in our work from here on out. Of course, they will have their own separate plot and events from mine. But certain aspects such as original transformations, fight scenes, and regular scenes may appear similar. If any of you are slightly curious in a Ben/Juvia pairing (Buvia) and nice, creative writing, then check out their story. Tell 'em, Ultimate sent yah!

Three: There are three photos available on my DA page: an Ultimate Chromastone revision, an image of Ben in Fairy Tail format (except for the flat chin), and a BenXErza Valentine's Day photo. The links are available on my profile page.

Next chapter: Entrapment, Part IV: Cold Discomfort – The Ultimate Team voyages into more memories, and witness things that both awe and confuse them. Erza may or may not experience jealousy. They come face-to-face with more powerful enemies. Ben's condition grows worse, and Makarov is struck with the possibility that the Ultimate Team may fail.

Well, as always, please leave any comments or critique in the review box on your way out. Until next time…