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

27. Chapter 27

…

Ultimate Fairy

Chapter 27: Entrapment, Part IV

Cold Discomfort

…

In a seemingly empty void, a humanoid obscured in shadows stood alone. Dark storm clouds rumbled above him as purple lightning flashed every so often, followed by the roar of thunder. The only accurate word to describe the scene was eerie.

The dark being stood in front of an amethyst sphere. However, it was not the sphere he was focusing his attention on. Currently, he was looking into a bright white orb hovering inches above his open right palm. It was projecting images of the Ultimate Team breaking free from the Entrapment's psychological attack and defeating the Ghostfreak avatar.

The cloaked individual frowned as he observed the scene. He finally had enough and threw the orb away, allowing it to dematerialize behind him.

"I will give these pests some credit. They are strong; however, that should be no surprise. They are from Fairy Tail, after all." The individual spat. Breaking free from the Entrapment's mind tricks was certainly an impressive feat, even if the spell wasn't focusing its full power on them.

He then glanced over to the purple sphere. "It appears that we'll need to step up our game. Fortunately, time is on our side. We only need to slow them down long enough for the spell to take full effect."

A sinister smirk soon returned to the unknown character's face. "Then, our work will be complete."

…

The Ultimate Team had finished witnessing Ben's first encounter with one of his most fearsome enemies, Ghostfreak. The group also had the pleasure of facing this adversary in battle. Even though the wizards had won in the end, they hoped they would not have to fight or see Ghostfreak again; at least not his true form, anyways.

When they passed through another gateway, the group was in another setting once more. They looked around to observe their surroundings. The four wizards and cat were now in the middle of an adobe village. The buildings were completely made out of dried dirt and wood. Needless to say, the group was quite confused.

"Where are we now?" Gray wondered.

"Why's everything made of dirt?" Natsu pondered, scratching his head.

"Yeah. I thought Ben's world was more advanced." Lucy added.

The group's confused reactions were reasonable. After catching a glimpse of how technologically advanced the cities in Ben's world were compared to Earthland, they didn't expect to find a community made of adobe.

"Not all places in Ben's world are as advanced as his home country. Some are either too poor for technology or simply choose to live without it." Azmuth explained who was sitting on Erza's left shoulder. "For example, this is a reservation for the Navajo people and this is how people of their culture prefer to live compared to Ben's culture."

"I see." Erza complied, understanding the circumstances of people's lifestyles.

"So where's Ben?" Happy asked.

The team looked around and quickly spotted the young brunette hero standing by a booth selling an assortment of knickknacks. His Grandpa Max was up ahead chatting with what appeared to be a friend of his. He was an old, copper-skinned man with a well-built body and long graying hair tied into a ponytail. He wore boots, gray pants, and a light brown shirt with a dark brown vest over it. This was Wes Green, an old Plumber friend of Max.

Due to his expression, the wizards could tell that Ben was bored and uninterested in anything around him. As he yawned, Gwen looked at him in annoyance and pushed him away from the stand. The team followed the two pre-teens to hear what they were saying.

"I know Mr. Green is grandpa's old buddy, but could this trip get any more-" Ben's grumbling was suddenly cut short when his eyes fell on someone. She was a Navajo girl around his age with copper skin; long black hair tied into a ponytail, and was wearing a blue and red dress. She was performing some sort of ritual dance in the street while a few men kept the beat by playing a drum.

Ben blinked a couple times as a dopey smile appeared on his face. "-cooler." He said, finishing his previous statement.

"That's my granddaughter, Kai." Wes said proudly.

"Well, Wes, the last time I saw her she was barely walking." Max smiled, placing an arm around his friend's shoulder. "Now look at her."

"She's performing a ceremonial Navajo dance." Wes explained.

"Yah know I was hoping to see one of those before the summer ended." Ben proclaimed enthusiastically.

Gwen turned to Ben incredulously with her hands on her hips. "Since when have you been interested in Native American spiritual dance?"

Ben smirked. "Only like forever, dweeb. It rocks!"

The group was bemused to see Ben's sudden change in attitude. Earlier, he appeared uninterested in the village. But as soon as his eyes fell on Kai, his face lit up with excitement. Erza narrowed her eyes at the young shape-shifter. She did not like where this situation was going.

"I wonder what made Ben so excited just then." Gray wondered.

"Yah think it's that Kai girl?" Natsu suggested.

Erza felt her stomach tighten from that possibility.

"Could be," Lucy pondered, tapping her chin in thought.

As soon as the drumroll ended, the crowd applauded Kai for her performance. The young Native American girl smiled and bowed. When Ben spotted Kai coming toward him, he quickly slicked back his hair in an attempt to look cool. A dopey expression crossed his face as she passed by him.

"Yup. I can see it now." Natsu claimed. "Ben's definitely crazy about this girl."

Gray nodded in agreement. "For once, you're actually right about something."

Erza's expression became more irked. She was about to comment on their words when thunder roared across the land. The Ultimate Team looked up to see dark clouds accumulating overhead. They quickly got in battle-ready stances, prepared for a fight.

"Crap! It's the Entrapment!" Natsu exclaimed.

"It's attacking us again already!" Gray shouted, confused.

"But we haven't even finished viewing this memory yet." Erza added, startled.

"No, no. Relax" Azmuth dismissed their worries. "That storm is part of this memory."

"Oh…" the group said simultaneously, their tensed bodies relaxed.

"You're positive you're not doing a rain dance?" Gwen inquired skeptically.

"Positive, why?" Kai asked.

Suddenly, storm clouds completely engulfed the sky and blanketed the village in darkness as it began to rain hard. Then, without warning, a purple lightning bolt struck in the middle of the street. Villagers and tourists screamed out and scrambled to safety.

"That's why!" Gwen yelled.

Max and Wes ran to the girls and guided them away from the destruction. "Take cover in the Rustbucket!" Max ordered.

Ben remained where he was, despite being soaked to the bone. He continued to gaze at Kai with a dopey smile. As a result, Erza narrowed her eyes and gnashed her teeth in frustration.

'There's no way. How could he just-' Erza's thoughts were interrupted when a purple lightning bolt struck meters behind Ben, throwing up a dust cloud.

From within the dust cloud, the outline of a large wolf-like creature and a pair of mauve eyes came into view.

Ben turned to the creature and simply responded, "Anyone wanna ask that thing for an umbrella?"

"I never noticed how much Ben jokes around in serious situations." Gray noted.

"Oh, and like you and Natsu are any different by bashing heads every five minutes." Lucy retorted.

Gray snorted and looked the other way. "It's not my fault matchstick starts crap with me all the time."

"I start crap?!" Natsu yelled, outraged. He butted heads with the ice wizard, both of them emitting their respective magical element. "If anyone starts crap around here it's you, yah frosty prick!"

"Get real, dragon breath!" Gray countered. "Everyone knows that you're the one who always starts fights at the guild hall."

"This only proves my point." Lucy groaned, exasperated.

Before the Dragon Slayer and Ice-Make wizard could engage in a brawl, Erza swiftly slammed her armored fists into their heads. They fell to the ground with swirling eyes and stars above their heads.

"That's enough you two! No more of your nonsense!" Erza snapped.

"Aye…" they both weakly muttered.

Ben's subconscious sighed heavily. "Those two never do stop butting heads, do they?"

"Most of the time: no." Erza replied. "However, when the situation is serious, they can come together."

"And then go straight back to fighting." Lucy added.

"Unfortunately…" Erza sighed, irritated.

Erza, Lucy, and Happy returned their attention to the memory whilst Natsu and Gray slowly regained their bearings. They were quite surprised to see a large, bipedal wolf creature stand amongst the smoke cloud. It looked down at Ben for a moment, almost as if it were studying him before it ran off and vanished within a blink of an eye.

"What was that?" Lucy asked.

Ben's subconscious narrowed his eyes. "An old enemy" he simply replied.

Wes and Max ran up to Ben, shocked to have seen the silhouette of the wolf-like being. Before anyone could comment, the ground began to shake. The people in the memory and the Ultimate Team looked down the street to see an enormous surge of water racing toward them.

"Flash flood!" Wes exclaimed.

"We're gonna drown!" Natsu yelled, panicked.

A millisecond before the wall of water reached the wizards a bright flash had filled their vision. When they opened their eyes, they were now standing on the roof of one of the buildings. Natsu looked around, confused.

"How did we-"

Azmuth cut off Natsu and responded, "I placed us up here so you'd have a better view of this memory." He then looked at the fire wizard in annoyance. "And why did you panic from the flash flood? You know it wouldn't have affected any of you."

Natsu grinned sheepishly and laughed weakly. "My bad…"

Gray shook his head and muttered, "Idiot."

The team turned their attention back to the memory to see that Max and Wes had climbed over the edge of the building on the opposite end of the street. Ben pulled himself over the edge of the building the Fairy Tail group was currently on. Gwen and Kai, meanwhile, were trying to climb on top of the Rustbucket. The former was on the ladder whilst the latter had lost her grip and was being swept away by the strong water current.

"Help!" Kai cried, trying to stay above the waves.

Ben saw Kai coming his way and immediately reacted by activating the Omnitrix. "Goin' Ripjaws!" When he slammed the dial, instead of the usual green flash and transformation the team was used to, nothing happened. He, along with the wizards, was confused.

"Why didn't he transform?" Happy asked, bewildered.

Azmuth shrugged. "Sometimes the prototype Omnitrix worked and other times it didn't."

"You're saying that it would occasionally fail?" Erza queried.

The subconscious avatar nodded. "Yes. That or it was out of power."

Ben looked down to see Kai being swept away past him and grinned confidently. "Okay…going by myself."

The others were a little surprised to see young Ben jump into action, despite not having any superpowers.

'Even though he's not an alien and is powerless, he still risks his life to save people.' Erza mused, watching the ten-year-old boy with a thoughtful expression.

Ben ran along the roof toward Kai and jumped off the edge, but surprisingly landed on a floating barrel. He grabbed hold and balanced himself so he wouldn't fall off.

"Help!" cried a panicked Kai.

As the young Native American girl started being pulled under, the barrel Ben was riding reached her just in time.

"Grab my hand!" yelled Ben, outstretching his left arm.

Kai immediately took it and pulled herself to the barrel, climbing onto it behind Ben. Once she was, they both collectively gasped when they spotted a wall ahead of them. If they collided with that wall at the speed they were going, then the duo would certainly be in trouble.

"Jump!" Ben commanded.

Without hesitation, the two jumped up hand-in-hand and grabbed hold of the underside of a wooden rooftop for a shop. The barrel they were previously on smashed into the wall, breaking in half.

The gang was definitely relieved that Ben and Kai were safe for the moment.

"Thank you," Kai thanked Ben with a smile. "Can I-"

"Repay me?" Ben cuts her off with a suave smile. "No need. I'm one of those,'leaps first, looks second' kind of guy." Ben proudly proclaimed.

"That's nice, but what I meant was," Kai gestured with her chin down to their joined hands. "Can I have my hand back now?"

Ben's eyes widened and he looked down as if suddenly realizing that he'd taken her hand in his own. He blushed vividly and seemed shy about it.

"Since when does Ben act shyly?" Natsu stated with his arms crossed and head tilted quizzically.

"When he fell in loooooove" Happy trilled out in a sing-song voice.

"What!?" Erza instinctively grasped at her sword hilt, staring at Happy in shock. "That's nonsense! Where did you get such an absurd assumption?"

"Look at how he's blushing!" Happy pointed to young Ben.

"Of course he is." Lucy scolded. "He's a ten-year old-boy. He probably still thinks girls have cooties or something like that. I mean, you say the same thing about me and Loke. And we all know THAT isn't true."

"Then how come I saw you going with him to a fancy restaurant one time?" Natsu asked in his usual blunt manner, oblivious to the effects of his words as Lucy stiffened.

"ARE YOU FOLLOWING ME AROUND!?" Lucy screamed in disbelief and horror.

"Calm down! Is it my fault you got kidnapped by Phantom Lord, and I developed a fear of you being kidnapped again?" Natsu griped, sticking a finger in his ear in annoyance at Lucy's loud shout.

"That doesn't mean you can follow her around when she's with someone, yah know. That's personal!" Gray chimed in. "And yet..." he turned to the blonde wizard and inquired, "ARE you going out with Loke?"

"NO! I…That is...we barely know each other, and I wanted to chat with him in a calm, quiet place." Her voice dropped to a slightly insulting tone, and retorted "A place that ISN'T the Fairy Tail guild hall, where chairs and living people are thrown at you every five minutes!"

"What Lucy does outside the Guild Hall is HER business, Natsu and Gray." Erza added, anything to take her mind off the idea of Ben being in love with another. "And if she's with Loke, then there's no fear of her being kidnapped again." She loomed over Natsu, glowering at the Dragon Slayer who recoiled in fear. "And If I hear of you following her outside of a mission or the Guild Hall, I will have NO MERCY. Do you hear me?"

"Crystal!" Natsu saluted, sweating bullets of terror.

Ben's subconscious cleared his throat, gaining the group's attention once more. "As amusing as this is, it's time to shift to the next memory."

In a bright flash, the team was now in another setting. They looked around to see that they were in a large room that housed various artifacts in special cases. It was clear that they were in a museum.

"So, is this a museum?" Lucy inquired curiously.

"Looks like it." Gray replied.

"Ugh," Natsu groaned, "I hate museums."

"Aye," Happy agreed.

"It wouldn't hurt for you both to learn a little." Lucy deadpanned.

The Ultimate Team then spotted Ben, Gwen, Max, Kai and Wes standing in front of an old tapestry hanging on the wall that depicted a large wolf-man.

"I never thought I'd see one." Wes claimed, still dubious of what he witnessed earlier.

"One what?" Ben asked.

"A Yenaldooshi. Navajo werewolf." explained Wes. "I thought they only existed in folklore. Their presence is a sign of pure evil." Wes unslung his rifle from his back and loaded a cartridge into the chamber. "I must find it. I'll tranquilize it and bag it."

"I'll go with you." Max said.

"Count me in." Ben proclaimed confidently.

"Me too, grandpa." Kai offered, excited.

"You know only Braves can be trackers, Kai." Wes stated.

"Braves?" Gray repeated, bewildered.

"A Brave is another word for warrior in the Native American culture. Only men can be Braves." Ben's subconscious clarified, appearing on Lucy's left shoulder. Said girl nearly flicked him off in surprise.

"Who made up that rule?" asked an incredulous Gwen.

"It's been that way for centuries. Times change, but traditions don't." Wes declared. "You and Kai will be left behind."

Kai closed her eyes and walked away in disappointment and frustration. Gwen was about to protest until Max grabbed her by the shoulder.

"Their land. Their rules, Gwen." Max stated.

Max walked off after Wes as Gwen lowered her head in disappointment.

An upset expression overtook Erza's face as she huffed. "Even if it's their culture, it's still barbaric." The redheaded knight snapped.

"Kai seems bummed. Maybe I could cheer her up?" Ben said to Gwen in a confident tone.

"Since when do you care about what girls care…" Gwen's eyes widened slightly as it dawned on her why Ben was acting this way. "...about."

"Unless you LIKE HER!" Gwen informed Ben in a slightly accusatory tone.

"WHAT!?" Ben's eyes widened in shock.

"That's it!" Gwen pointed at his nose. "Like you so like, like, like her."

"No Way!" He vehemently denied.

"Ben's got a crush! Ben's got A Crush!" Gwen started singing.

"SO NOT!" Ben denied.

"So do!" Gwen replied.

"So don't," Ben folded his arms over his chest and smiled, "but…if you're hanging around Kai or something, could you do me a favor?"

"What?" Gwen looked at him suspiciously.

"Sort of let it slip how cool I am. Yah know, like you're lucky to have me for a cousin." Ben boasted.

"So, basically, you want me to totally lie?" Gwen deadpanned.

"Well...when yah put it that way…sure!" Ben responded as he ambled away with confidence in every step.

"What!?" Erza exclaimed, but was barely heard over Natsu's laughing.

"I don't believe it! We're witnessing Ben's first crush?" Natsu laughed, aiming the question at Azmuth.

"Indeed. Kai was Ben's first crush, and had left a very lasting impression on him," the subconscious avatar gave a wry grin. "Even years later…"

Erza stiffened and clenched her gauntlet fists. 'Okay, Erza. Get a grip! There's no reason for me to feel this way. It was only a crush…but…why do I feel pain in my chest?'

"So, how many crushes did Ben have?" Gray asked the subconscious manifestation.

"Not many. As a matter of fact, he only crushed on a few girls and only really dated one girl." A pained expression suddenly crossed Azmuth's face.

"Hey, are you alright?" Happy asked anxiously

"It's nothing! Let us move on." Azmuth snapped to stop the flow of questions.

The group was surprised to hear Azmuth get so moody and suspected it might be related to something personal to Ben. Erza looked at the small subconscious avatar with a contemplative expression. What could Ben be hiding from everyone else?

Another bright flash enveloped the team as they transitioned to another memory. The Ultimate Team was now on a path in the middle of the rocky desert terrain. It was nighttime and a blanket of stars and a bright full moon filled the sky. They looked over to see Wes and Max walking down the path, the former armed with a rifle and the latter with a flashlight in hand.

"The footprints end here." Wes noted.

"So, lemme guess, they're searching for the werewolf?" Gray guessed, folding his arms over his bare chest; his shirt having been thrown to the ground earlier.

"Yes."Ben's subconscious answered, once again sitting on Erza's shoulder plate. It seemed to be a favorite spot for him. "Although I bet you'll be surprised at what you see in this memory."

"With the squid-faced monster, a zombie clown, and deformed phantom, how could anything possibly surprise us?" Natsu scoffed, unconvinced.

Azmuth smirked and responded, "Turn around and you'll see."

The team watched to see Wes become alert and turn around. "I sense its presence."

"There!" Max shined the light up to a pile of rocks above them; standing on it was a large, powerful-looking wolf creature. But what really surprised the wizards was the fact that its eyes shined a familiar green and it wore young Ben's attire.

"No! Don't shoot. It's me! Benwoooolf!" the wolf-man howled.

"Whoa! That's Ben!" Gray said, dumbfounded.

Azmuth huffed in satisfaction, and gloated, "Told yah you'd be surprised"

"AHHH!" Happy cried, his eyes bulging out in fear. "WOLF!"

"Why are you freaking out, Happy? It's just a wolf." Natsu said dumbly. "Or, I guess I should say Benwolf."

"I hate wolves!" Happy exclaimed. "They terrify me! They're big, snarling cat-eaters!"

"You seemed okay when Ben turned into Wildmutt." Lucy stated.

"That's because it's a mutt, not a wolf! Besides, that was Ben. I knew I was safe then." The blue cat retorted. "Hold me, Lucy!" He lunged for her large boobs, but was smacked to the ground. "Owchie!"

"Don't let your fear overcome common sense, and stop going for my boobs!" Lucy shouted.

"Your transformation is complete. We need the cactus." Wes said urgently.

"Cactus?" Erza echoed.

"In Navajo legend, the only way to kill the Yenaldooshi and change its followers back to normal is to take a silver pendant, drip it in a certain type of cactus juice, and place it against the Yenaldooshi's chest." Azmuth explained.

"So, Ben got turned into a werewolf by that Yenal-something?" Natsu asked stupidly.

"Yenaldooshi," corrected Lucy.

"Just watch and you'll find out." the Galvan said irritably.

Wes held up a red pistol and fired a bright flare into the sky. Unbeknownst to the group, it was intended to signal the trio's location to Gwen and Kai who were searching for the cactus that was needed. Suddenly, the sounds of shifting rock caught everyone's attention.

Benwolf, Max, and Wes turned around and looked up at the "Yenaldooshi" standing above them on a boulder. It smoothly jumped down and glared at the trio with its bright purple eyes, snarling in anger.

"Who are you looking at, Ugly!" Benwolf taunted.

'Does Ben always have to mock his enemies before he fights them?' Erza mused.

"Ben, we need the cactus to destroy it!" Wes mentioned.

The Yenaldooshi let out a growl, bent its knees, and leapt toward the preteen hero. Impressively, Benwolf grabbed the Navajo werewolf and tossed it over his head behind him.

"Yeah, but it doesn't need anything to take us out!" Benwolf countered.

The Yenaldooshi quickly regained its bearings and stood up. Suddenly, its mouth split into four parts as it discharged a purple-colored sonic howl at the trio; much to the Ultimate Team's shock. Benwolf, Wes, and Max were thrown off their feet and slammed into a rock wall.

"WHOA! What was that!?" Lucy stammered.

"I didn't know werewolves could do that." Natsu commented, surprised.

"They can't. Something wasn't right about that howl." Erza observed.

Azmuth glanced at the redheaded warrior with a contemplative expression. 'She's very insightful. No wonder the conscious mind holds her in such high regard.' He mused.

Benwolf recovered from the sonic blast and got to his feet. "Guess its bark is worse than its bite." He quipped.

"Hmm…not the best quip, but not the worst either." Gray commented.

"Given the situation though, I would say it fits well." Natsu added.

"Aye," Happy chirped.

Lucy sighed, exasperated. "You three are hopeless."

The Yenaldooshi and Benwolf charged at each other, both running on four limbs. They collided with one another hard and rolled across the ground, throwing up a dust cloud around them. The Fairy Tail wizards watched as both werewolves traded punches and blows for a moment; however, the Yenaldooshi gained the upper hand as it pinned Benwolf's arms to the ground, the edge of a cliff right behind him.

The purple-eyed wolf-man growled at Ben as it prepared to strike, but Max was quick to step in.

"Back off!" Max yelled, hitting the back of the werewolf's head with a stick; which shattered upon impact.

The Yenaldooshi stood up and turned its sights on Max and Wes, who cautiously stepped back. It narrowed its eyes and snarled in ire as it ambled towards them.

"Going XLR-wolf," Benwolf growled. But when he lifted his left hand, there was no watch on it. "Wait." He huffed and panted. "It's not on my wrist."

Benwolf looked around, trying to find a solution. He picked up a rock and hurled it at the werewolf's head, causing it to turn around and lunge at him in frustration. Round two between the two werewolves started.

Gray's eyes bulged slightly in realization when he noticed that Ben's Omnitrix was missing.

"Lucy, are you thinking what I'm thinking?" Gray questioned the blonde-haired wizard, who turned to look at him.

"I think so, but how can we force Erza to admit to the entire guild that she's in love with Ben and record it for future monetary value?" Lucy responded.

"That's not what I was thinking at all!" Gray exclaimed, shocked.

"Then we're not close friends are we?" Lucy teased with a wink.

"I think what Gray meant, was that maybe Ben's Omnitrix is missing for a reason," Erza declared, and then leveled Lucy with a scowl. "And don't believe for a second that I won't seek retribution for that thought, Lucy."

"AND I JUST PAID MY MONTH'S RENT FOR MY APARTMENT. DON'T KILL ME!" Lucy screamed, ducking behind Natsu.

The attention of the group was drawn back to the scene. Kai and Gwen returned to hand over the rare cactus needed by the former's grandfather. Wes then squeezed the cactus juice onto the silver coin, and determinedly ran toward the Yenaldooshi. As Max and Benwolf restrained it, Wes aimed to place the coin against the beast's heart.

However, the Yenaldooshi broke free temporarily to throw Benwolf into the ground and hurl Max into Wes, causing him to drop the silver coin. Benwolf got up and managed to grab the Yenaldooshi's arms, pinning them behind its back. With its chest exposed, Gwen succeeded in grabbing the coin, and then pressing it to the creature's chest.

"Wait...nothing's happening." Natsu scratched his head in confusion. "Shouldn't it be dying, or something?"

"So my suspicions were true. This is NOT a real 'Yenaldooshi'," Erza grasped, "but something else entirely."

"Aww man…" the Dragon Slayer pouted, "And here I was thinking how cool it was to see a werewolf."

"If it's not a werewolf, then what is it?" Lucy wondered, not reaching the same realization as Gray and Erza.

"Wait, shouldn't something happen?" Gwen worried.

The Yenaldooshi seemed to give Gwen a smirk before smashing its head backwards into Benwolf's face, flipping the wolf-boy over, and leaping over Gwen to make its escape.
The group gathered closer to Gwen while Wes bent to pick up the silver pendant and examine it in startled disbelief.

"I don't understand. That should've worked." Wes argued.

"Grandpa, the pendant didn't work because…maybe we're not dealing with a Yenaldooshi." Kai spoke up as she gave Benwolf a meaningful look.

"Smart girl." Erza reluctantly admitted.

"But it bit me," Benwolf inputted in a confused tone. "Isn't that why I'm like this?"

Without warning, Benwolf began to convulse and twitch in pain. He fell on all fours as his body flashed with light and started to shift even more.

"BEN!" Erza exclaimed worriedly.

"Hey! What's going on with him?!" Natsu shouted.

"Look!" Lucy gasped, pointing toward Benwolf's chest.

His clothes seemingly vanished and transformed into a single white uniform with black stripes, and a familiar symbol appeared on the center of his belly.

"I knew it," Erza slapped her fist into her right open hand. "It's not a regular werewolf, but an alien instead!"

"Well, why the hell did it take Ben so long to transform?" Gray questioned the subconscious avatar that was leading on their memory trek.

"The Omnitrix was stuck between Active and Capture Mode," Azmuth answered. "Thus, it took a while for the Omnitrix to 'get out of the flux' and as such, it took a while for Ben to fully transform. But ever since then, when in Capture Mode, Ben could turn into any alien whose DNA it acquired."

"Yah think Ben could turn into Igneel or Happy then?" Natsu asked eagerly.

"I highly doubt that." The subconscious dryly replied.

The scene started to fade and reconfigure into another setting. After a moment, the team had returned to the Navajo village. Wes was talking to a couple of men whilst Max, Ben, Gwen, and Kai waited behind him. When he finished his conversation, Wes turned back to them with a smile.

"Good news," reported Wes, "it would seem that a few people are returning. Thank you."

"Eh…it was nothing." Ben commented with fake modesty.

"Wait, what happened to that alien werewolf?" Gray queried curiously.

"Ben and the others trapped it in a collapsing cavern. Thankfully, Ben was able to close off the cave's entrance from a flood of lava that threatened to destroy the village." Azmuth responded.

"Aww…why didn't we get to see that?!" Natsu whined.

The subconscious manifestation shrugged. "I can't control the set of memories we see. We are going down the quickest path to Ben's consciousness."

"What do you think that alien wanted anyway?" Kai asked.

"Since we never found any of that satellite equipment or your receiver, I can't say for sure." Max replied.

"Who cares? We kicked its butt!" Ben boasted, looking at his Omnitrix; which showed a silhouette of the form that Ben would rename in eight years to Blitzwolfer. "And maybe now I can collect alien DNA."

"Come inside the museum." Wes said to Max, leading him into the building. "I can't send you on the road without a few souvenirs."

"It's a long summer. Maybe I'll see you again." Ben proclaimed, shyly approaching Kai.

Erza frowned. Though she'd come to accept that Ben was bound to have had some girls in his life he loved, it still didn't ease the strange ache in her chest.

"Boy, who'd have imagined Ben falling for a girl?" Lucy teased with a smile.

"What? Did you think he went for boys?" Gray raised an eyebrow at the Celestial wizard.

"Of course not!" Lucy waved her hands frantically. "Not that I'd have a problem with that, I'm just saying...well, the way he acts so cool around Mirajane and me, or shyly around Cana, some of the most beautiful girls in Fairy Tail, that maybe he didn't have an interest in dating or anything."

"Yeah, I figured he was just focused on saving the world or getting back to his world." Natsu agreed before he crossed his arms, shutting his eyes in deep thought. "There's just one thing that bothers me."

"And what's that?" Lucy asked.

"Why'd you include yourself among the 'Beautiful Girls of Fairy Tail?" Natsu questioned, earning him Lucy's fist driving itself into the top of his head.

"That's Natsu for yah." Happy sighed sadly, floating in the air.

"The thing is, Ben, you seem like a nice guy, but you're just not my type." Kai replied.

That immediately got everyone's attention, including Erza's. Azmuth let out a grunt of discomfort. "Oh, this never gets any easier to remember." He said in a melancholic tone.

"Huh? I-I thought you really liked me." Ben's asked in a disappointed tone.

"Well, that was before you turned back into, well, you." Kai said in a matter of fact voice.

The whole team gawked in unison from that heartless statement.

"Whoa." Natsu's eyes widened from shock. "Man, that's…"

"…cold." Gray finished, a mortified expression plastered on his face.

"Yeah, that." The fire wizard agreed.

Even though Natsu and Gray were not the sharpest tools in the shed when it came to things like romance, love, and girls in general, they weren't completely clueless. They knew that what Kai said to Ben was truly harsh.

"She did NOT just say that!" Lucy sputtered in disbelief. "I mean, sure Ben as a kid is a tad...reckless, and much. But you just don't say THAT!"

"Poor Ben, this is his first heart-break." Happy lowered his head in sadness.

"What's wrong with me?" Ben asked in a hurt tone, the look in his eyes becoming downcast.

"THAT LITTLE-" Erza was ramrod stiff and her hands shook as they clenched at her sides. "How dare she say something like that! There's nothing wrong with Ben! Sure he was immature when he was young, but he's a sweet, kind, loyal, and handsome man!"

"Aye! Is that so?" Happy asked coyly, floating near Erza, only for her to grab him by his tail and throw him down to the ground.

"I..." Erza's face turned as red as her hair, realizing what she had just blurted out. "That's...just from a professional view. Nothing more, cat!"

"Nothing, and the alien stuff's cool, just not as cool as when you were a Yenaldooshi. I figured I could train you, tame you, you know?" Kai continued.

Erza's eyes narrowed at the black-haired girl as she gritted her teeth in anger. "That girl has to be the most callous, cold, ungrateful, unfeeling...BRAAAGH!" Erza fumed, unable to do anything to punish Kai for her cruel statement since she was only a memory. "Ben is not an animal to tame! He's a person, just like everyone else!"

"Please calm down, Erza." Gray suggested weakly, holding up his arms in a placating manner. "No need to get all worked up over some cruel girl's statement."

Lucy tapped her chin in thought. 'If Erza is getting this angry from somebody being cold to Ben, then that could only mean-'

"Train him? Tame him?" Gwen's incredulous expression showed that she shared Erza's outrage over Kai's cold disregard for Ben as a person. "He's a person, not a pet. You can't talk to my cousin like that!" She reprimanded Kai harshly.

"Thanks." Ben smiled, happy that his cousin was actually standing up for him. However, his smile quickly faded when Gwen finished her statement.

"Only I can talk to my cousin like that. You just blew it big time." Gwen stated.

"Oh well, whatever." Kai shrugged off as she strolled away uncaringly.

Ben stepped toward Gwen as he stared at his first crush's retreating form with a disheartened frown.

"The thing about a crush is…sometimes you get crushed." Gwen stated in a sagely manner. She then gave her cousin a reassuring smile. "Don't worry. There's lots of other girls out there."

"Yah think so?" asked Ben. "But how do I impress them as me?"

"Two secret words is all you need to know." Gwen smirked as she walked away.

"Really?" a bit of hope returned to Ben's visage. "What are they? C'mon! You got to tell me!"

As the young hero raced after his cousin, the scene faded away into darkness. The Ultimate Team was left in an empty void.

"I wonder what those two words are." Natsu said, stroking his head in a curious manner.

"Yah think its 'Be Cool'?" Gray implied.

"Nah…maybe it's 'Eat a lot'?" Natsu suggested with a wide grin.

"That's three words, dunderhead. And no! None of those are right!" Lucy yelled, exasperated.

"Well then, what are they?" the pink-haired wizard inquired.

"Sorry," Lucy turned around with a smug smile. "But that's for us girls to know, and for you boys to never find out."

"Agreed," Erza replied stoically. She then turned to Azmuth. "So, did Ben ever see Kai after that?"

Azmuth nodded. "A couple times when Kai's grandfather visited Grandpa Max, and one time at Plumber HQ in Ben's hometown a year ago. Though she eventually apologized for what she said back then, they remained just friends."

"I see." Erza nodded.

"Yeah, but I bet ole Ben's still crazy about her. Am I right?" Natsu grinned.

"I wouldn't doubt it." Gray agreed, folding his arms over his chest.

Suddenly, a dark aura wafted off of Erza as she clenched her fists. Lucy's eyes widened as she warily stepped back.

"I mean, though Ben never hit it off with her that kind of crush he had is not something you just get over." Natsu proclaimed.

"Right. It sure makes any girl going after him futile." The ice wizard remarked.

All of a sudden, two armored fists slammed into the heads of Natsu and Gray. They collapsed to the ground with red swollen lumps on their noggins and swirls in their eyes.

"That's enough! It was only a childhood crush. People can change and let go of old loves, including Ben!" Erza declared fiercely.

"Aye…" the fire and ice wizard murmured painfully.

Lucy stared at her redheaded friend with an attentive look. 'Yeah, there's no doubting it now.' She thought.

The subconscious manifestation sighed slowly and placed a hand over his face. "Okay, yes, this first heart break did affect Ben for a long time. But I can personally assure you without a doubt that neither Ben nor I have feelings for Kai anymore. In fact, he hasn't had any romantic feelings for her in years."

Erza strangely felt the tension in her chest loosen up after hearing that declaration. A confused look crossed the Fairy Queen's face. Why was her body acting like this in the first place?

She didn't have time to ponder as Azmuth summoned another memory gateway. "I'm sure some of you will realize what this memory is. After all, Ben has already told you about it." He then stepped into the bright sphere.

"Something he's already told us? I gotta see this." Natsu ran inside and disappeared.

"Yeah right!" Gray exclaimed, running to the white orb. "All you care about is fighting!"

"Like you're any better, Gray" Lucy deadpanned, walking into the gateway with slumped shoulders.

Erza shook off her musings and walked into the portal. She could think later on what was going on with herself. Right now, her dear friend needed her.

…

After passing through the memory gateway once more, the Ultimate Team examined their new surroundings. They were now in a big, round room that was darkly lit. Despite the poor lighting, the wizards and cat gawked at the five humanoid monsters sitting on high seats in a semi-circle.

They were about thirty-feet-tall, and their skin color was primarily white while their hands and feet were black. The creatures had purple faces with black markings and multiple red eyes, and there were also four red eyes on their chests. Long flaps that were yellowish-orange on the underside and white on the top dangled from their backs. In addition, their bellies were big and rounded.

The monster in the center of the group had a few traits that separated it from the other four. It had a long collar that was colored yellowish-orange on the inside raised up around its neck, and the red eyes on its purple face were arranged differently. However, the most sickening feature was that its black and purplish-red intestines could be seen clearly on its gut.

Lucy shivered in disgust. "What are those things?"

"They're creepy!" Happy cried.

"Whoa! I can see that thing's intestines!" Natsu shouted in shock, pointing at the collared-monster in the center.

"These," Ben's subconscious appeared on Erza's shoulder, "are the Highbreed."

The eyes of the group widened exponentially. They remembered Ben telling them about saving his universe from the Highbreed Invasion. So, these things were the Highbreed?

"I gotta say these Highbreed sure aren't pleasant to look at." Gray commented dryly.

"And they would think the same of you and every other species in the universe." Azmuth retorted. "These particular Highbreed are the High Council, and the one in the center is the Highbreed Supreme."

"High Council? Highbreed Supreme?" Erza repeated. "So, they are similar to the Magic Council in a way?"

The subconscious avatar nodded. "Yes, however, they hold absolute control over the entire Highbreed race."

"Hey, where's Ben at?" asked Natsu.

All of a sudden, the Ultimate Team was startled when the large door behind them was busted open. A smaller Highbreed that stood about fifteen-feet-tall was thrown into the room on its front side. This quickly grabbed the High Councilors' attention. Though their facial expressions were unclear, it was logical to assume that they were shocked and appalled.

"Who dares?!" the Highbreed Supreme demanded in a scratchy, raspy-sounding voice.

Three individuals strolled into the room. The form of Humungousaur was immediately recognized. The second one was a teenage girl with long auburn hair and striking emerald eyes. She wore black dress shoes, black stockings, a black skirt, and a white shirt with a purple vest over it. All in all, she was quite beautiful.

"Who's that girl?" Lucy wondered; her eyebrows then quirked as she studied her closer. "She looks kind of familiar."

"That would be Gwen, fifteen-years-old." Ben's subconscious answered plainly.

"Dang…she sure changed." Natsu commented.

"A lot can happen in five years." Azmuth replied.

The third figure was a teenage boy with a muscular body and long, shoulder-length black hair. Surprisingly, his entire body was encased within grey metal!

"So, who's the guy covered in metal?" Gray questioned.

Natsu snorted, and narrowed his eyes at the metal-covered teen. "He reminds me of that no-good, iron-faced jerk, Gajeel!"

"That would be Kevin Levin." Azmuth explained. "A former criminal and a psychopath that gave Ben a hard time in his youth; however, he has greatly changed and has become a friend and ally to Ben." He then tapped his chin in thought. "Although, his attitude is not that much different from Gajeel's now that I think about it."

'So, that's why Ben wanted us to give Gajeel a second chance. He had had a similar experience with Kevin.' Erza realized.

"Look, Azmuth! It's you!" Happy shouted, pointing at another Azmuth who was sitting on Kevin's shoulder.

The subconscious avatar groaned, exasperated. "No…that would be the real Azmuth."

The Highbreed that had been thrown to the ground got up and stood before the Supreme. "I'm sorry, master. They took me by surprise and-"

The Supreme held up his three-clawed hand to silence him. The Highbreed guard nodded and lowered his head in shame, walking out of the room.

The Highbreed Supreme looked at Humungousaur with his terrifying face. "You are the Earth vermin, Ben 10." He stated, rather than asked.

"Ben Tennyson, yeah. You're the Highbreed top banana, right?" Ben asked in mocking tone.

"I've read reports of your tenacity, but truly your gall exceeds all description." The Supreme retorted.

"Huh…?" Natsu uttered in confusion.

"He basically said that Ben is bold and disrespectful." Erza simplified.

"Oh, well why didn't he just say that?!" the fire wizard demanded in annoyance.

"He did." Everyone deadpanned.

"Thanks," Humungousaur replied nonchalantly. He then became more serious. "I want you to call off the attack on Earth."

"Just like that?" the Supreme asked incredulously.

"Pretty much!" Humungousaur growled. "What do you have to gain by hurting us?"

"You are mongrels. Inferior life-forms. Your very existence is an affront to our purity." The Highbreed ruler declared haughtily.

The eyes of the Ultimate Team and Alien Force furrowed from anger at the sanctimonious alien overlords.

"Can we dispense of these lies?" Memory-Azmuth snapped with an irritated tone.

"You accuse me of dishonesty. Your race is the Galvan, correct? A slightly more intelligent form…of pond scum." The alien overlord derided.

"Don't be fooled by his posturing, Ben." Memory-Azmuth advised. "They aren't attacking because of their supposed superiority. They're attacking because they're dying out! Their ridiculous belief in racial purity led to inbreeding, loss of resistant to disease, and finally sterility. This is the last generation of Highbreeds, is it not?"

"You are correct, vermin. But we will not perish alone." The High Council turned their attention to a set of monitors above the room. They depicted a live feed of Earth and the massive fleet of Highbreed warships that were preparing to attack it. "In a matter of hours, my fleet will destroy not just Earth but every known inhabited planet in this galaxy." The monitor then showed a video of a green planet cracking apart and detonating into an enormous explosion. "The fall of Galvan was the signal for our final attack to begin.

"Enjoy the view. You are about to witness the end of all life in the universe." The Highbreed Supreme gloated to the horror of the Fairy Tail members.

"They're deranged!" Erza shouted in disgusted shock.

"You may have missed the part where they were extremely racial and dying out?" Ben-Azmuth countered. "Beings that have nothing to lose tend to perform mentally unstable actions."

"And we all witnessed that firsthand with..." Gray stopped to give a wary glance to Erza, who nodded in realization from who the ice wizard was referring to.

"…with Jellal." Erza whispered.

"This must be what Ben meant, when he said he saved the universe!" Lucy managed to collect her thoughts to come to a conclusion.

"But how could he have done it?" Natsu said with a deep frown, his arms crossed. "This looks impossible!"

"Aye!" Happy whimpered, clinging to Natsu's shoulders.

The real Azmuth seemed to unknowingly agree with the Fire Dragon Slayer's logic. "All is lost." He bowed his head in resignation. "They are far too powerful to fight."

"Why fight them… when we can help them?" Humungousaur's proclamation gained everyone's attention.

He then looked down at the Omnitrix symbol on his chest. "Omnitrix, can you repair the genetic damage to the Highbreed? All of them?"

The Omnitrix responded in a monotone version of Ben's voice. "Genetic manipulation on that scale will require all available power."

In a flash of green light, Humungousaur turned back into fifteen-year-old Ben. He wore the same attire that the group was used to; however, he seemed to be a little shorter and a bit more on the scrawny side. His Omnitrix also looked different. It was a slim wristwatch design with a circular dial that had the same hourglass symbol emblazoned on it, and the band was green with a black stripe going down the center.

"Genetic recombination sequence is ready." The Omnitrix articulated.

"What is he doing?" Lucy inquired.

Erza's attention was fixated on Ben as she stepped closer to look at him. Ben pulled back his left sleeve to reveal his Omnitrix, which began to glow more brightly.

"What are you doing?" The Highbreed Supreme questioned in confused suspicion.

"Wait for it." Ben exclaimed with a confident smile, holding his arm up into the air.

"Erza, you might want to step back a bit." Lucy called out.

The redheaded knight, however, ignored Lucy as an enormous, brilliant white pulse of light shot out of the Omnitrix. A wave seemed to fall over the entire council and it continued on out of the building. Unbeknown to the group, the wave entered the Hyperspace Jump-Gate and was propagated throughout the rest of the Milky Way Galaxy.

"WHOA!" Natsu shouted in disbelief.

Erza turned away from Ben and was met with quite a shocking sight. Needless to say, the Fairy Tail group was startled by what happened.

The skin of the Highbreed Council had completely changed into a plethora of color combinations. The Highbreed Supreme now had red skin, yellow eyes, and the inside of his collared neck was bluish-white.

The High Councilors were all frozen in shocked disbelief as they examined their new skin colors.

"Whoa…I just had a flashback to that incident with that Empowerment Charm." Gray noted, running a hand through his hair in shock.

"Please, don't remind me." Lucy cringed in fright "I still have nightmares about hacking up exploding vomit."

"Why? That was cool." Natsu grinned widely.

"It is not cool, it's completely gross!" Lucy shouted, enraged.

"Yes, what happened was that EVERY single Highbreed in the universe was genetically changed." Ben's subconscious clarified. "Just as you four," he pointed to Natsu, Gray, Lucy, and Happy, "were spliced with alien DNA, so were all the Highbreed; however, their transformation was permanent."

"Amazing…he found a solution." Erza gasped, flabbergasted. "And even though they tried to destroy all life, they still earned his sympathy, and he cured them."

"What have you done?!" the Highbreed Supreme exclaimed, horrified.

"I ordered the Omnitrix to reprogram your DNA." Ben proudly explained.

"And judging from the new look, I'd say it worked." Kevin stated.

Ben looked down at his wrist. "Omnitrix?"

"Program complete." The Omnitrix responded."All Highbreed in range of transmission are now genetically fused with random species from Omnitrix database."

"In range of transmission? With the Jump-Gates open for the attack!" the Highbreed Supreme seemed to shake in alarm and disgust.

The other four council members continued to examine their new bodies in stunned silence.

"Every Highbreed in the galaxy is now a, uh, how did you put it?" Memory-Azmuth asked, aiming the question towards Gwen.

"He called us mongrels." Gwen answered, smiling slyly.

"Welcome to the kennel club." Kevin added smugly.

Erza frowned and crossed her arms over her armored chest. "They don't seem very grateful." She pointed out.

"No, they don't." Gray agreed. Though they had no facial expressions, it was clear from their body language that the Highbreed were clearly unhappy.

Natsu, Happy, and Lucy blinked in bewilderment and watched the memory unfold further.

"How could you do this!?" the Highbreed Supreme demanded in a despair-stricken voice.

Ben frowned in confusion. "I don't understand. I saved you."

"You have made us impure. There is only one honorable act left to us." The Highbreed Supreme declared in a final tone.

"They plan to kill themselves." Lucy exclaimed in shock.

"No way!" Natsu yelled in angry disbelief. "After Ben just helped them?"

"They are a proud, xenophobic race, Natsu." Erza explained sadly. "To them, other lifeforms are 'mongrels'. So, being 'changed' is a death sentence."

"No! There is another way!" A voice loudly proclaimed, catching everyone's attention. The voice belonged to a normal Highbreed with the exception of his green, plant-like right arm.

"Reiny!" Ben happily exclaimed.

"You know him?" Gwen asked in surprise.

"I know a lot of people." Ben smiled.

"He sure does! I mean, look at us." Natsu smiled widely.

"Yes…quite scary." Azmuth jeered, earning an amused grin from Erza.

"This human once cured an ailment of mine by changing my DNA." Reiny continued. "At first, I thought the impurity a curse, but I have since learned otherwise. Fellow Highbreed, we can live!"

After hearing his speech, the Council began to speak among themselves in their own language. The Fairy Tail wizards all waited with bated breath before they turned toward Reiny.

"It is decided. The High Council elects you Highbreed Supreme. Lead us wisely." The former Highbreed Supreme addressed to Reiny.

The Fairy Tail simultaneously sighed in relief as Lucy and Happy cheered in happiness.

Reinrassic III bowed respectfully to the High Council. "I will try."

Suddenly, the scene transitioned into a small, circular room that contained an array of alien broadcasting mechanisms aligning the walls.

"To all Highbreed within the sound of my voice," Reinrassic's voice was amplified and broadcasted to every Highbreed warship in the galaxy, "the war is over! Return home so we can create a new future together."

After the transmission ended, Reiny turned around to face Ben and looked down at him for a moment. He stretched out his green, right arm to the Omnitrix bearer. Ben smiled as he took it and shook it with a content expression.

"Thank you for your help, Ben Ben Tennyson." He said gratefully.

As the memory ended, it faded and distorted until a blanket of darkness enveloped the Ultimate Team.

"Amazing." Gray breathed.

"Yeah! That was so cool!" Natsu proclaimed. "He changed them all and kept their race from dying!"

"Aye!" Happy happily exclaimed.

"Then a former Highbreed he helped before showed up, and because of what Ben did he convinced all of his people to NOT commit suicide, and stopped the war!" Lucy concluded with a awed expression.

"Yes. He is certainly something else…" Erza whispered to herself, a warm smile on her face.

'Most would've wanted to kill the Highbreed for what they were about to do, but Ben helped them instead. They earned his sympathy and he cured them from their ailments. He saved them.' The redheaded knight closed her eyes, smiling at the thought of Ben. A warm feeling began stirring in her chest once more. 'He truly is a great man.'

All of a sudden, the sound of thunder brought the team out of their musings. The Fairy Tail group looked up to see dark clouds swirling above them. Purple lightning flashed through the ominous accumulations. Natsu, Gray, Erza, and Lucy tensed up as they readied themselves.

Another battle against the Entrapment avatars was about to unfold once more.

The blank void around them began to contort and bend into a new setting. When the scene finished developing, the group was now standing in the middle of a circular clearing in the middle of a cornfield. However, the most eye catching objects were the three enormous towers standing in the fields.

The towers were made of a silver-greyish metal and their overall design was circular. Four large circular-shaped platforms, each one a different size, stretched out from the towers' structure in a random configuration. At the very top of the antenna-like construct were three spheres.

"Um…why are we in a cornfield?" Gray asked, looking around.

"And what are those big towers?" Happy added, pointing at the three alien structures.

Suddenly, the three towers hummed and fired bolts of lightning into the sky. As a result, a swirling mass of dark clouds formed over the area. The temperature dropped below freezing instantaneously. Before long, snow began to fall from the sky and stick everywhere.

Erza held out her hand and watched as the white frozen water gathered in her palm. "Snow?"

"Why did it get so cold all of a sudden?!" Lucy stuttered as she wrapped her arms around herself, shivering madly.

"Those three towers there are Highbreed weather machines." Azmuth answered, appearing on Erza's shoulder. "They are the reason for why the temperature suddenly dropped."

"Highbreed weather towers?" Erza repeated.

"Why would they make something like that?" Natsu questioned.

"Because the enemies you are about to fight prefer cold temperatures." The subconscious form replied.

Lucy continued to shiver badly. "I-I-I-isn't….a-anyone…b-b-bothered by the cold?"

Gray shrugged nonchalantly. "I'm an Ice-Make wizard so naturally cold doesn't affect me in the slightest."

"I'm a Fire Dragon Slayer, so I can heat myself up easily." Natsu responded offhandedly.

"I have a high tolerance to heat and cold." Erza added.

A downcast expression appeared on Lucy's frozen face. She then turned to Happy and Azmuth. "I don't suppose you guys are bothered by the cold?"

"Nope." Happy smiled. "I'm covered in fur."

"And I'm only a manifestation. Heat and cold don't affect me." Azmuth explained.

Lucy sulked further, realizing she was the only one being affected by the weather. "Terrific…"

Suddenly, a strange gurgling, raspy sound caught the team's attention. The cornstalks in front of them began to shift as a strange and utterly repulsive humanoid stepped into the clearing. The skin of its body was yellow while its hands and feet were black. Three gill-like slits were present on its chest, and its purple intestines were visible in the middle of its abdomen. Its head was purple and its brain could be seen clear as day on its cranium. It had a single purple eye with a black pupil, and a small, squid-like mouth beneath it.

The Fairy Tail team shivered in disgust from the revolting creature.

"EW! What is that?!" Lucy shrieked, cowering behind Natsu.

"That would be a DNAlien. They were the mutated slaves that served the Highbreed when they were trying to destroy all life in the universe." Azmuth responded plainly.

"Maybe you can ask that thing for a blanket, Lucy." Gray suggested, grinning wryly.

"Shut it, Gray!" Lucy shouted.

"Well…you all have fun. Be forewarned, don't take these things lightly. You may not like the…disgusting consequences." Without warning, Azmuth vanished in a flash.

"HEY!" Natsu yelled. "Don't ditch us again, man!"

"Whatever…" Gray pulled his shirt off and threw it to the ground, an icy mist forming in his hands. "We can handle this freak on our own. There's only one of him."

Without warning, the team could hear more gurgling sounds from around them as a large number of DNAliens revealed themselves from hiding amongst the cornstalks. There were at least three dozen and they now had the Ultimate Team surrounded.

The Fairy Tail wizards stepped back until they were back-to-back. A fearful expression appeared on Happy's face as he cowered behind Lucy. The Celestial Spirit wizard glanced at Gray and said through gritted teeth, "You just had to jinx it, didn't yah Gray?"

Golden light shined around Erza's body as she re-quipped into her Black Wing Armor. She held her large sword in front of her, preparing to strike. "Ready"

Natsu and Gray both smirked as they fired up their respective magical elements. Lucy smiled as she pulled off a golden key from her belt.

"Ready!" the trio responded.

One of the DNAliens pointed at the Fairy Tail group and yelled through a gurgled voice, "Destroy them!"

With that, the horde of yellow, squid-faced humanoids charged at the Ultimate Team. Natsu, Gray, Erza, and Lucy immediately engaged the DNAliens attacking them directly.

Natsu's cheeks puffed up wider than a normal person's should have as he reared back his head. "Fire Dragon-" when at least a dozen DNAliens got within a mere five feet from him, he completed his spell. "-Roar!" A massive torrent of powerful flames tore out of Natsu's mouth and struck the alien horde dead on. The mutant aliens cried out in agony as they were all sent flying back.

When the Dragon Slayer finished, he grinned roguishly at his handiwork. Unconscious DNAliens were sprawled about, the ground was scorched, and the cornfield in front of him was burning to ashes. "Hope you like your monster cooked, Happy."

"Aye sir!" the blue cat exclaimed next to him.

Gray narrowed his eyes at the throng of DNAliens charging at him. "Ice-Make: Battle Axe!" A wave of ice fired from his hands and collided with the group, sending them sprawling back into the fields.

Lucy held out her key and thrust it forward, golden light shining from beneath her feet. "Open, Gate of the Archer: Sagittarius!"

With the sound of a bell, a tall man in a brown, anthropomorphic horse costume appeared. He held a bow and had a quiver full of arrows strapped to his back. He also wore a white shirt, a green vest over it, and red and white striped pants.

"Howdy do, my lady!" the horse-man addressed, saluting Lucy even though he was looking away from her.

"Do your thing, Sagittarius!" Lucy commanded, pointing at the crowd of DNAliens about to reach them.

A glint shined in Sagittarius's eye. "Yes indeed, my lady." He swiftly pulled out multiple arrows from his quiver and loaded them onto his bow. Within the blink of an eye, Sagittarius fired a volley of arrows and the wave of DNAliens was blown back, many of them impaled.

"Way to go, Sagittarius!" Lucy praised her horse-man spirit with a smile.

"I aim to please, my lady." Sagittarius saluted, standing away from her.

Erza narrowed her eyes at the dozen DNAliens rushing at her. Magic flared off the blade as she reared it back. "Moon Flash!" A silver-white wave of light discharged from the sword and rapidly took out the yellow humanoids as they careened back in defeat. "All quantity and no quality" She remarked.

Within a minute, the Ultimate Team had promptly defeated the three dozen DNAliens with relative ease. Their bodies shined a dark purple before they vanished in a dark mist.

"Well, that was easy. Is that all those freaks got?" Natsu boasted.

"No kidding," Gray agreed. "If outnumbering their opponents is all these things can do, I don't see why Azmuth was so worried."

"It isn't over yet." Erza countered.

The group looked at the redheaded knight, who was staring into the field attentively.

"What do you mean?" Lucy questioned.

To answer her question, more gurgling sounds were heard from all around them. All of a sudden, more DNAliens appeared and surrounded the team once more. Only this time, there were many more than the first wave. It was hard for Erza to tell the exact number, but there were easily at least seven dozen DNAliens surrounding them.

"Oh…" Lucy squeaked.

"This isn't good." Gray commented dryly.

Natsu's attitude was the polar opposite compared to his comrades. A feral grin was plastered all over his face as he ignited his fists with flames. "I don't know why you guys are so nervous. More bad guys means more fighting." He punched his open right palm in an eager manner. "And I'm up for a battle any time, any day."

Suddenly, the first line of the DNAlien horde stepped forward, reared back their heads, and spat out lumps of green goo. Natsu didn't have time to react ass his the goo stuck to his right fist, extinguishing the fire wrapped around it.

"What the-" When Natsu touched the substance with his other hand, he realized what it was. "Aw gross! THIS IS SNOT!"

The rest of the team was bombarded by the snot blasts as well. Gray grimaced as various gooey projectiles stuck to his chest. "Ugh," he tried to pull it off, but it proved to be futile. "I wish I hadn't taken off my shirt now."

"EEEEWWW!" Lucy cried as she became covered with vile green globs. "THIS IS SO DISGUSTING!"

"Yes indeed," Sagittarius commented as he too became trapped in snot.

Erza gritted her teeth in frustration as she slashed at the incoming slime projectiles. Despite her enhanced offensive abilities, the green lobs began to stick to her blade which decreased its efficiency in slicing. Before long, Erza was quickly encased in a prison of cold mucus.

"Dammit!" the Fairy Queen cursed as she pushed against the green slime; however, it was to no avail.

The DNAliens hive let out gurgled screams as they sauntered to the snot-entrapped group, with the intent of finishing them off. Needless to say, Fairy Tail's Ultimate Team wasn't going down without a fight.

Gray closed his eyes and concentrated on his abilities. Suddenly, the air around him and, consequently, the snot trapping him began to freeze. Once the mucus solidified into ice, the raven-haired teen easily broke out of his prison.

"Ice-Make: Floor!" He punched the ground and caused the feet of the DNAliens in front of him to be trapped in knee-high ice.

"Ice-Make: Lance!" Gray summoned a magic circle, which shot out a salvo of icy lances at the squid-faced humanoids. The DNAliens cried out in pain as they were impaled, and then disappeared in clouds of purple mist.

Natsu gritted his teeth as he tried pushing against the sticky goo covering him, whilst Happy was futilely pulling him by his hair.

"You won't budge, Natsu!" Happy cried.

"Happy, get back!" the Dragon Slayer ordered.

The blue cat did what he was told, and the magical aura around the pink-haired wizard increased dramatically. The cold globs of snot instantly melted off and evaporated away; however, a sticky residue remained on his body.

"Aww man! Now I'm all sticky!" Natsu complained.

"Natsu! I don't think that's important right now!" Happy exclaimed, pointing at the mob of DNAliens rushing toward him.

Natsu grinned fiercely. "These guys? These freaks are nothing!"

A few DNAliens leaped at the Salamander and they were easily backhanded away. Golden-orange flames then combusted around Natsu's body as he hungrily stared at his encroaching opposition.

"Didn't anyone ever tell you freaks it's rude to sneeze on people?" Natsu mocked.

He jumped into the air, a pair of blazing golden wings forming around his arms. "Fire Dragon…WING ATTACK!" The group of yellow-skinned mutants cried out in agony from the powerful flames. Most of them were consumed and destroyed, while a few were blasted back into the fields, defeated.

Natsu landed on the ground, crouched low, and propelled himself forward like a rocket. "Fire Dragon IRON FIST!" he sent a strong, fiery punch into one DNAlien, which caused the others behind it to get blown back as a result.

Erza glared at the group of squid-faced humanoids surrounding her, their sharp taloned hands out and ready. "If you think you've beaten me-" Suddenly, golden light enveloped her body and expanded, causing the Entrapment manifestations to cover their eyes. When the flash faded, Erza was now adorned in her Heaven's Wheel Armor and free from the snot that had trapped her. "—then you are gravely mistaken." She finished her proclamation.

Obviously, the DNAlien horde ignored the Fairy Queen's threat and rushed at her, letting out gurgling screams. Within a silver-white flash, Erza summoned over forty swords all around her. She aimed all of her blades at her opponents and fired, swiftly impaling them until they vanished.

Though Natsu, Gray, and Erza displayed little trouble in escaping the snot cocoons, a certain Celestial Spirit wizard was having a little more difficulty. Lucy tried pushing against the cold mucus coverings and reaching for her keys, both attempts proved useless. Sagittarius was trapped too and eventually returned to the Spirit World.

"Uh… could someone help me, please?" Lucy asked sheepishly.

Natsu and Happy were in the air, the latter grabbing onto the former's vest. The Dragon Slayer had decided to deliver his fiery attacks from above. It was proving to be a very effective strategy. The DNAliens appeared to be very vulnerable to fire.

The pink-haired wizard heard Lucy's request and looked down to see her still trapped in snot. He had Happy set him down next to her.

"Hang on, Luc." He ignited his hands with fire and placed them on the snot glob encasing the Celestial wizard. The viscosity of the snot dropped and flowed right off of Lucy's body, leaving sticky trails of mucus on her clothing.

"EWW! GROSS!" Lucy squealed, frantically trying to shake off the green slime.

Gurgling screams caught Natsu's attention. He turned around to see a group of DNAliens rushing toward him and Lucy. The Dragon Slayer grinned roguishly as he jumped into action, his fists set ablaze.

"Fire Dragon Iron Fist!" the flaming punch sent the DNAlien flying back, unconscious. He then ignited his legs and leaped at the other mutants. "Fire Dragon Claw!" the fiery leg swipe swiftly took them out and caused the group to erupt in flames and dirt.

When Natsu landed, he glanced back at Lucy and said, "Hey, Luc! If you're done complaining about the snot, think you can help us out?"

"Gladly." Lucy took a golden key off of her ring and thrust it forward. "Open, Gate of the Golden Bull: Taurus!"

With the sound of a bell, the robust cow-man known as Taurus appeared while boasting his usual confident and perverted attitude.

"Alright, Taurus, bring the pain on these freaks!" Lucy barked, pointing at the remaining DNAliens in front of her.

"You got it Miss Luuuucy!" Taurus leaped forward, removed his battle-axe from his back, and skillfully swiped it forward. "MoooOOO!"

The squid-faced aliens were blown off their feet with deep slashes on their bodies. Their bodies broke apart and disappeared into violent mist.

The Ultimate Team and Taurus regrouped into a circle, each of them in battle ready position as they scanned their surroundings. The ground was torn up, burned, or frozen from the group's respective attacks. Most of the cornstalks that were surrounding them earlier had either been turned to ash, frozen solid, or cut up into tiny pieces.

Seeing that there was no more opposition, the group eased up to catch their breath. Within five minutes, the team had taken out at least eighty DNAliens that had surrounded and attacked them all at once.

"Wow…that was intense." Lucy noted, panting.

"No joke," Gray agreed.

Taurus turned his heart-filled gaze to Lucy's ample chest, which was moving up-and-down from her deep breathing. "I gotta say, Miss Lucy, you sure look gooood all hot and sweaty!"

The blonde-haired wizard glared at the perverted cow, gritting her teeth hard. "Knock it off, yah pervert!" she yelled.

"So, did we win?" Happy questioned.

"Not even close."A baritone voice called out.

The Ultimate Team and Taurus immediately turned in the direction of the voice. A large Highbreed was standing on a white hovering platform with its hands behind its back. It appeared to resemble a normal Highbreed, except its chest was grey and the shoulders were spiked. The way its mouthless, purple-eyed face stared down at them was unsettling to say the least.

"In fact, the real battle has yet to begin." The Highbreed stated.

Natsu stepped forward, his usual roguish grin plastered on his face. "That's what I'm talking about! Now we can take on a real challenge."

"You mongrels seek a real challenge? Very well…" the Highbreed held up his right hand. As a result, a flash filled the group's vision. When they opened their eyes, they were shocked to see not a horde, but rather an army of DNAliens all around them. There had to be hundreds of the things!

Natsu's confident expression dropped slightly as a sweat drop raced down his face. Gray, Erza, and Lucy turned their lethal gazes onto the pink-haired wizard.

"You just had to open that big mouth of yours. Didn't yah, idiot?" Gray growled.

"An entire army of my half-breed vermin against only you four. With your limited strength, you can only handle so much. How can you possibly stop us?" the Highbreed boasted.

The Ultimate Team was silent for a moment and stood still, feeling the cold wind blow around them. Lucy and Happy looked around at the mutant army surrounding them with fearful expressions. Gray and Erza clenched their fists and gritted their teeth in frustration. Their situation was nothing to take lightly. However, one certain Dragon Slayer didn't seem too fazed by the situation.

"Seriously? You brought an army of these freaks to fight for you? What, you too afraid to take us on yourself, yah coward?" Natsu challenged.

"I have no need to sully my hands with you lesser beings." The Highbreed retorted.

Natsu's hands ignited with intense, burning flames as a feral grin crossed his face. "Sorry to ruin your moment, ugly. But before this is over, you will fight us. It's gonna take more than a bunch of these snot-hacking creeps to stop us!"

Natsu's determination was infectious as the rest of the group soon straightened up and stared at the massive horde of DNAliens with a renewed fire in their eyes.

"Flame-brain's right…which is very rare." Cold, misty air began to coalesce around Gray's body as he charged up his magic. "We're Fairy Tail wizards."

"And defying the odds is our specialty." Erza finished with a smirk.

"Aye!" Happy chirped.

The Highbreed narrowed his eyes in irritation. "Such arrogance from a lowly species… My legion, eviscerate them!" he commanded, pointing at the team.

With that, an uproar of gurgled screams filled the area as the DNAlien army didn't waste time in charging at the small group of wizards. The flames covering Natsu's body grew hotter and more intense, causing the snow on the ground to instantly melt around him.

He bent his knees and discharged twin jets of fire from the soles of his feet, propelling him forward at incredible speeds. "Fire Dragon Sword Horn!" Natsu shouted, blasting through a thick wave of DNAliens like a bullet through paper.

"No way in Hell I'm letting you show me up, dragon breath." Gray jumped forward to attack, summoning his magical circle. "Ice-Make-" He created a large, intricately-designed ice hammer in his hands. "-Ice Impact!"He slammed the oversized hammer on the ground and made a large impact crater, which squashed a few DNAliens and sent many more flying back from the shockwave.

A few DNAliens attempted to tackle Erza, but were swiped away by her twin swords. Titania hovered into the air and summoned several dozen blades. "Dance, my blades!" the swords then began to rotate around her rapidly. "Heaven's Wheel: Circle Sword!" the blades took on a disc formation and shot at the mass of DNAliens in front of her, instantly cutting them down in their tracks.

"MOOOOOOOO!" Taurus cried out as he swung his mighty axe into a group of DNAliens, sending them careening back.

"Nice job, Taurus!" praised Lucy. "Now take out the rest!"

"You got it, Miss Luuucy!" Taurus grinned. "Do I get a smoooooch right after?"

"JUST GO ALREADY!"

The battle continued on another few minutes. The Ultimate Team was holding their ground and wiping out any DNAliens that engaged them. However, the sheer number of the mutant aliens was beginning to overwhelm the tiring wizards.

Natsu had been surrounded by a large group of the yellow-skinned freaks. His attire was disheveled and torn in various places. He was breathing hard as he narrowed his gaze at the group of manifestations. He had successfully taken out dozens of these DNAliens singlehandedly, but now his body was starting to fatigue and the enemy continued to attack in large numbers.

"Damn! These things just keep coming!" Natsu complained.

The DNAliens jumped at the pink-haired wizard, preparing to slash him with their taloned hands. Natsu, however, ignited his arms with fire and swiped them away with incredible force. One managed to sneak up on the Dragon Slayer and put him in a chokehold. He retaliated by jabbing the DNAlien in the side very hard. The DNAlien immediately released Natsu and staggered back.

"RAAGGGH!" yelled Natsu, punching the mutant straight in the face.

"Well," Gray had summoned ice blades in both hands and was swiftly slashing at the opponents around him. "We are facing an army, dimwit!"

"WHAT YOU'D CALL ME?!" the Dragon Slayer shouted, enraged.

Distracted from his banter with Gray, a DNAlien lunged at Natsu and tackled him to the ground. Others soon joined in and a pile of DNAliens began to build on top of Fairy Tail's Salamander.

"Natsu!" Happy cried out fearfully.

The blue cat flew over to aid his best friend, but was stopped when he was hit by a snot blob. "Gross!" He exclaimed. His wings disappeared and he fell to the ground, trapped.

"Idiot!" the ice-make wizard reprimanded Natsu. "Pay attention to the fight!"

Loud gurgling screams filled Gray's ears as the number of DNAliens around him immediately doubled and lunged for him. "Ice-Make-" His chant was cut short when a snot wad hit his hands, binding them together. A few more slime balls were fired at the raven-haired teen's legs, causing him to lose his balance and fall over.

"Shit!" Gray cursed before a group of DNAliens converged around him and pinned him to the ground.

"MOOOOOO!" Taurus swiped his axe at a few DNAliens, slicing them in half and causing them to disappear in purple mist.

"HI-YAH!" Lucy whipped an incoming DNAlien in the face, making it stagger back in pain. Taurus rushed over and delivered a mighty right hook into the yellow-skinned mutant, effectively crushing it into the ground.

The cow-man walked over to his master and stood close to her. Lucy paled at the number of DNAlien manifestations closing in on them. The Celestial wizard and the Zodiac Spirit had fended off and destroyed many DNAliens so far; however, no matter how many they took out, more continued to attack them.

'This isn't good. There's too many…and my magic is starting to run low.' Lucy thought.

All of a sudden, multiple blobs of mucus collided with Taurus. The robust cow-man tried to rip them off, but the wads proved to be too sticky. The DNAlien horde continued hacking up more snot blobs until the Zodiac Spirit's legs and arms were bound together, making him fall over.

"Oh NO!" Lucy cried frightfully. "Taurus!"

Without warning, a slime ball flew into Lucy's right side and knocked her to the ground. She grimaced at the cold, sticky feeling on her body. "EWW!"

Several DNAliens surrounded Lucy and menacingly loomed over her. "This ends now, human." One of them gurgled out.

An expression of fear and dread crossed the seventeen-year-old girl's face.

Erza zoned in on a few DNAliens and slashed at them with her twin blades, killing them instantly. As the Fairy Queen flew away, she loudly chanted, "Heaven's Wheel: Scattered Petals!" Suddenly, dozens of swords appeared out of nowhere and rained down on her opposition.

The redhead knight landed and was breathing hard. This fight was steadily draining her strength. No matter how many manifestations she and the others wiped out, more kept coming. She studied the battlefield and quickly spotted Natsu, Gray, and Lucy being overwhelmed by the Entrapment manifestations.

"NO!" She shouted, alarmed.

With her attention diverted from the battle, Erza did not see an incoming snot ball that hit her directly in the chest. Suddenly, more mucus balls were fired at her and eventually trapped her in a covering of thick goo.

"Dammit. Not this again…" Erza cursed as she fell over, and the DNAlien horde surrounded her.

Just like that, the Ultimate Team was either trapped in mucus cocoons or overwhelmed by the DNAliens.

"HA-HA-HA-HA!" the Highbreed chortled. "Did you really believe that you could defeat us? Our power is far superior to any strength you vermin may possess. Now, my legion, finish them off!"

The DNAlien horde let out gurgled yells in response and proceeded with the command. Before the leader could relish in his victory, a commotion caught his attention. The manifestation could hear muttering coming from below one of the DNAlien piles. If he recalled correctly, the pink-haired wizard was under that particular one.

All of a sudden, a brilliant torrent of fire similar to a volcanic eruption exploded from the bottom of the pile. "FIRE DRAGON ROAR!" Natsu bellowed, scorching the ground beneath him. The DNAliens that had piled on were either vaporized or sent soaring into the distance.

"WHAT?!" the Highbreed exclaimed, shocked.

Natsu stood up with a raging inferno enveloping his body. The sheer power of his flames had increased exponentially, no doubt due to his anger. "You guys are really pissing me off!" He growled through clenched teeth, narrowing his gaze at the DNAliens.

Meanwhile, the air around Gray became very cold until the DNAliens that surrounded him were frozen in several inch-thick sheets of ice. Then, without warning, a huge burst of magical energy shattered the frozen manifestations into thousands of tiny pieces.

An icy blue mist cascaded off of Gray's body as he stood up and faced the yellow-skinned mutants around him. An irritated expression was plastered on his face. "I'm really sick of that snot you freaks keep spitting at me." He stated. "I heard you guys like cold. Well, lemme show yah what real cold feels like!"

The DNAliens let out their battle cry as they charged at the raven-haired teen, who was gathering blue magical energy in his hands. "Ice-Make: Freeze Lancer!" Multiple icy lances shot out from his magical circle; however, these were much more powerful than Gray's normal Ice-Make: Lance. The icy projectiles struck all the incoming DNAliens and instantly reduced them to purple mist.

On the other side of the battlefield, despite the slime restricting her movements, Lucy was able to reach one of her keys on her belt. Just as the DNAliens over her were about to deliver the final blow, she called out, "Open, Gate of the Maiden: Virgo!"

With the sound of a bell and a puff of smoke that caused the DNAliens to back away, a pink-haired woman in a maid outfit appeared over Lucy.

"You summoned me, princess? How may I serve you?" Virgo requested.

"Get these creepy things away from me!" Lucy cried out frantically.

Virgo's pupils glowed red as she replied, "Very well"

Suddenly, the DNAliens had no time to react as Virgo rushed forward at blinding speeds and swung her shackles around, sending the mutants flying in opposite directions.

Once the group was disposed of, the maid turned back to her master. "Princess, is there anything else you wish of me?"

"Yes! Get this crud off of me!" Lucy screamed, struggling against the snot.

"Yes, princess. But do you wish to punish me for not doing it sooner?" Virgo asked, eagerly hoping for punishment.

Erza gritted her teeth in vexation from the mucus blobs covering her body. "No. I'm not going down like this." She growled. "Re-quip!"

The Fairy Queen's body was engulfed with golden-white light, causing the DNAliens to back away and cover their eyes. When the flash faded, Erza was standing and clad in her Lightning Empress Armor along with her Spear of Lightning in her right hand.

The redhead leapt into the air and hovered fifteen feet above the DNAliens. A red magic circle appeared at the tip of the spear. Suddenly, multiple bolts of blue electricity fired from the magic seal and struck all of the manifestations around her. As a result of her Lightning Cyclotron attack, all of her opponents were wiped out.

"Hmph…" Erza snorted, landing back on the ground. "Too easy"

The Highbreed stared in awed disbelief. How could these humans possibly have the energy to continue fighting? They should be exhausted by now! They shouldn't be getting stronger and wiping the floor with his legion. The Entrapment manifestation couldn't understand that the inner strength of the Fairy Tail wizards could not be taken away, and that they would continue fighting until their friend, Ben Tennyson, was saved.

The Highbreed scoffed as the Ultimate Team continued destroying more and more DNAliens. More than half of the army had been wiped out and the remaining DNAliens were being destroyed swiftly by the sheer strength and willpower of the Fairy Tail group.

"How is this possible?" the Highbreed muttered, shocked. "These vermin were supposed to become exhausted and eventually fall as the battle progressed. Instead, they grow stronger and our forces continue to dwindle."

The Highbreed paused for a moment. Images of the Ultimate Team's previous battle with Ghostfreak and memories of Ben's experience with the Highbreed played through the manifestation's eyes. When the playback concluded, the Entrapment avatar received a new strategy for handling these annoyances.

"If you want something done right, you have to do it yourself." The manifestation said.

After a sudden flash of light, two more slightly shorter Highbreeds appeared behind the main avatar. Without glancing back at the newly formed manifestations, the Highbreed commander ordered, "Deal with these annoying pests, but I shall handle the redhead." The Atasian narrowed his malevolent purple eyes at Erza, who was in the air shooting lightning bolts at the DNAliens below her.

"As you command," the two Highbreed subordinates responded.

When the three Highbreed leaped off the floating platform, wing-like flaps (that were orange on the underside) unfolded from their backs. As the two subordinates headed toward the battlefield, the commander had his eyes set on a certain re-quipping knight. Erza had no time to react as she was blindsided from the left.

The Fairy Queen cried out when a clawed hand wrapped around her body, squeezing it rather painfully. She turned to her attacker and was shocked to see who it was.

'I didn't know the Highbreed could fly.' She gaped inwardly.

"Your interference ends now." the Highbreed commander said.

Suddenly, the Entrapment avatar reared back its arm and threw Erza all the way to the top of one of the weather towers with a loud crash. The Highbreed flew straight toward where he had thrown Fairy Tail's Titania.

Meanwhile, in the battlefield below, the rest of the group continued their fight against the dwindling DNAlien horde. However, the battle immediately ceased when two Highbreed landed with loud thuds.

"Enough!" Highbreed 1 yelled.

Without warning, the remaining DNAliens disappeared in purple mist. They were no longer of use.

Natsu clenched his fist and grinned impishly. "Oh, there's more of yah now? Great! That'll make beating the crap outta you cowards even more exciting."

"Exciting?" Lucy sweated, frightened by the sight of the hideous-looking creatures.

"Wait…" Gray looked around "Where's Erza?"

"The commander is dealing with her as we speak." Highbreed 2 said. "But your deaths will come at our hands instead."

"Pft," Natsu snorted, "Fat chance!"

"You tell 'em, Natsu!" Happy encouraged, freed from the mucus cocoon.

Gray narrowed his eyes at the Highbreed, a drop of sweat trailing down his face. 'Something feels off about these things. They feel different from the DNAliens. They feel…stronger…' he thought.

"You losers are going down!" Natsu leapt toward the Highbreed duo, his flaming right arm cocked back.

"Natsu, wait!" Gray shouted; however, it was too late.

The Highbreed on the right swiftly grabbed Natsu by his arm, stopping his attack effectively. Gray, Lucy, and Happy gawked at how easily the Highbreed had stopped Natsu's punch.

"No way…" Lucy breathed, astonished.

Natsu grunted in frustration as he danged in the air. The Highbreed tightened his grip around his arm, causing the Dragon Slayer's expression to contort in pain.

"Do not underestimate the strength of the Highbreed, vermin." The Highbreed wrapped his other arm around Natsu's waist and squeezed tightly. This time, Natsu couldn't hold back his cries of pain.

"Natsu!" Lucy and Happy screamed.

Gray clenched his fists with rage. "Hey! The only one who hurts flame-brain is me!" With cold air misting off his body, Gray jumped into action.

"Ice-Make: Knuckle!" Several giant fists made of ice burst from the ground beneath the Highbreed and collided with its abdomen, causing it to release Natsu and go flying back.

Natsu landed on a knee and hunched over. The pain in his sides and right arm was still flaring. 'Damn…that hurt…' he thought.

"Natsu!" Happy flew over to Natsu's side. "Are you okay?" he asked worriedly.

"Yeah…" he panted, and then stood back up with a serious visage. "But you need to get back. This guy is no pushover."

"You're welcome, by the way." Gray muttered smugly.

"I never asked for your help, stripper!" Natsu retorted heatedly. "I could've handled him no sweat!"

Gray scoffed, "Yeah, sure looked that way when you were screaming in pain."

"Can it, you two!" Lucy yelled angrily. "Worry about the super-strong monsters standing here!"

Highbreed 1 shook off Gray's attack and stood right back up. He honed his purple eyes on the wizards, the evil intent within was clearly visible. "Enjoy that small taste of victory while you still can because that'll be the last hit you get on me." he boasted, stepping toward the raven-haired wizard.

Natsu stepped in-between the Highbreed and Gray with a fierce expression on his face. "No way, pal. You're mine!" he stated with full authority.

Highbreed 1 shrugged nonchalantly. "Whatever. All you lesser species look alike to me."

Without hesitation, Natsu crouched down and launched himself at the Highbreed with his flaming fist cocked back.

Gray and Lucy paused when the second Highbreed loomed over them. "Well," He cracked his knuckles, "I suppose that leaves you two insects for me. This should be quick."

"Oh yeah," Gray took a fighting stance and charged up his magic, "Don't be so sure, freak. I'm not going down without a fight."

"Ice-Make: Lance!" a fusillade of icy lances fired out from Gray's magic circle. Incredibly, the Highbreed leapt over the projectiles and landed right in front of Gray. The ice-make wizard was so caught off guard by the Highbreed's speed that he was backhanded across the field.

"GRAY!" Lucy shrieked.

"As I said, this will be quick." Highbreed 2 remarked.

Lucy's fists shook with anger as she turned and glared at the freaky monster. "Okay, that's it! Virgo, take this guy down!"

"Yes, princess." Virgo replied with a hint of anger in her voice. She did not like seeing one of Lucy's friends get hit like that.

The curvaceous pink-haired maiden dug into the earth and popped out in front of the Highbreed, rearing back her chains to whip the manifestation. Shockingly, the Highbreed caught Virgo's chains in his left hand.

"Trying to whip me? Now that's just insulting." He spun around, pulling Virgo off her feet, and threw her straight into Lucy!

The blonde-haired wizard grunted painfully as she hit the ground with Virgo lying on top of her.

Highbreed 2 menacingly sauntered to Lucy until he loomed over her. "I was hoping for a little more fun, but this pathetic display is to be expected from lower life-forms." He raised his giant foot over the blonde and prepared to step on her.

Lucy closed her eyes but nothing happened. When she opened them, she saw Gray standing in front of her holding the Highbreed's foot back; though it was clear that he was struggling to do so.

"Stronger than the average vermin, aren't you?" Highbreed 2 mocked.

"You…have…no idea." Gray said through grit teeth. "FREEZE!"

Suddenly, ice traveled up the Highbreed's leg until its entire body was encased in a thick chunk of ice. Gray smirked as he stepped back toward Lucy and Virgo.

The wizard and celestial spirt returned to their feet and the former looked at her friend with a bright smile. "You did it, Gray!"

"I'm sorry, princess." The maiden apologized. "Do you wish to punish me?"

Without warning, the ice began to crack and in one swift movement, the Highbreed broke free and shattered ice was sent flying everywhere.

"What?!" Gray gapped.

"Ah," Highbreed 2 let out a content sigh, "Thank you. That was refreshing."

Meanwhile, on top of the weather tower, Erza quickly recovered from the surprise attack and stood up. The Highbreed commander flew into view and landed a few meters in front of her. His size and appearance would be quite intimidating for anyone, but not Erza Scarlet. She held up her spear and charged it with lightning.

"Why do you continue to fight? Even your limited intelligence can deduce that your efforts are wasted. You will fail and your friend will die." The commander declared.

Erza sharpened her gaze on the alien monster and snarled. "No! I will not sit idly by and allow this repulsive spell to kill Ben. I will stop this Entrapment Spell if it's the last thing I do!"

"Then you've already sealed your fate. But do not fret; we shall kill this Ben Tennyson quickly so you can be reunited with him in the afterlife." The Highbreed commented darkly.

"Enough!" Erza jumped into the air and aimed her spear at her opponent. With an enraged cry, she discharged intense bolts of blue lighting upon the Highbreed.

The Atasian yelled loudly and collapsed to a knee in pain. After a moment of electrocution, Erza's lightning spell finished and her feet returned to the metal surface of the tower. Her eyes widened in shock when the manifestation stood back up, light trails of smoke billowing from its body.

"What? But how?" Erza murmured.

Needless to say, she was astonished by the Highbreed only sustaining minor injuries from her attack.

"Nice try, vermin. But it will take much more than mere lightning to take me down." The Highbreed commander asserted.

'These Highbreed are very strong and durable. No wonder Ben had such a hard time handling them.' Erza thought. 'I'll have to try a different approach.'

"Re-quip!" In a golden flash, Erza was now adorned in her Heaven's Wheel Armor. She hovered into the air and summoned a few dozen swords around her, promptly launching them at the Entrapment avatar.

The Highbreed did not attempt to dodge the lethal projectiles and allowed them to hit; remarkably, the blades shattered against its body.

Erza's eyes widened further in shock.

"That tickled." The Highbreed commander taunted.

Unexpectedly, the Atasian held up its left hand and fired a volley of darts at Erza. The Fairy Queen, though nearly caught off guard, managed to deflect the tiny projectiles with her twin blades.

'This is going to be a challenge.' The scarlet-haired knight realized.

"Fire Dragon Talon!" Natsu shouted.

Highbreed 1 held up its arms to block the flaming kick. The strength behind the blow made the manifestation slide back on its feet a few meters. It inaudibly hissed from the burning sensation of the fire, but recovered quickly as the cold air cooled its body.

Natsu then jumped in the air and propelled himself at his opponent with flames shooting from his feet. "Fire Dragon Iron Fist!" the Highbreed sidestepped the punch and grabbed the Dragon Slayer by his arm. Before Natsu could counterattack, he was repeatedly slammed into the ground like a rag doll.

He clenched his teeth to fight back the pain flaring throughout his body. The Highbreed followed up by throwing Natsu high into the air. Instead of crashing back down, Happy flew into view and caught his best friend.

"I gotcha, Natsu." Happy chirped.

"Thanks, pal. Now let's roast this freak." He looked down to see that the Highbreed was gone. "Huh? Where'd he go?"

"Right here!" a deep, raspy voice announced from above.

The duo looked up and was shocked to see the Highbreed flying above them.

"He's got wings too!?" Natsu and Happy shouted simultaneously.

"There's nowhere you can hide from me." Highbreed 1 started shooting darts from his hands.

Natsu and Happy screamed as they tried to dodge the salvo of organic projectiles.

Lucy cried out as she dived to the ground to avoid a barrage of darts aimed at her. Virgo appeared in front of her master and swiped her chains at the Highbreed's chest, causing it to stagger back.

She then kneeled and placed her hands on the ground, yellow light shining momentarily.

"Spica Lock!" Virgo chanted.

Multiple boulders erupted from the ground and trapped Highbreed 2 inside a rocky sphere, with lightning shooting out of the cracks. As soon as Virgo released her hold, Gray quickly sprung in to engage.

"Ice-Make: Death Scythe!" Gray created a giant icy scythe, jumped into the air, and swung it at the Highbreed.

Highbreed 2 was sent careening back and landed a few meters away on its back. He remained motionless for a short moment. Lucy and Gray were beginning to think they'd won until the Highbreed returned to its feet, dusting itself off.

"Rocks and ice? Did you really think that was going to destroy me?"

"What the hell!" Gray shouted in disbelief. "He just brushed that off like it was nothing!"

Lucy's body began to tremble slightly. "This thing…how strong is it…?"

"Stronger than anything you vermin can comprehend." Highbreed 2 proclaimed. It clenched its hands into fists, reared them over its head, and slammed them into the ground. A shockwave was created that sent an unexpected Gray, Lucy, and Virgo off their feet and flying back.

Erza swiftly jumped back to avoid a punch thrown by the Highbreed commander. She had re-quipped into her Flight Armor. She had hoped that increasing her speed would provide an advantage against her strong opponent, and so far it seemed to be working.

She crouched down and dashed toward the Atasian with amazing speed. "Sonic Claw!" The Highbreed commander was too slow to react as Erza slashed at it from every direction.

The manifestation grunted painfully as it staggered backward. Erza used the Highbreed's temporary disorientation to her advantage.

"Re-quip!" Golden light covered her body and faded to reveal her form outfitted in her Black Wing Armor.

She rushed forward and slashed in a cross pattern. "Moon Flash!" a silver-white energy wave erupted from her blade and struck the Highbreed, which sent it careening to the edge of the platform that the duo was fighting on.

The Entrapment manifestation growled as it regained its bearings and stood up. Erza landed in front of the Highbreed commander, both of them shooting dangerous glares at each other.

"Hmph…you have spirit, vermin." The commander admitted. "I will enjoy breaking it."

Erza pointed her sword at the Atasian and sharply remarked, "I am a wizard of Fairy Tail. We do not break that easily."

"Then this will be more fun than I presumed." The Highbreed remarked sinisterly.

Erza spread her stance and prepared herself for another round.

"Crap! How many darts can this guy shoot?!" Natsu shouted nervously.

He and Happy were flying around, narrowly evading the darts still being shot behind them by Highbreed 1.

"I dunno, Natsu. But you better do something fast, I can't keep this up much longer!" Happy cried fearfully.

Highbreed 1 growled in annoyance and ceased firing darts. The manifestation increased its speed dramatically until it appeared right above the Dragon Slayer and flying cat.

"Whoa! How'd he move so fast?!" Natsu said, shocked.

"Surprise!" the Highbreed delivered a powerful kick into the duo, sending them crashing into the ground. A small dust cloud arose from the newly formed crater.

Natsu groaned and winced from the pain filling his body; however, he managed to push through it. He opened his eyes only to see an unconscious Happy lying a few meters in front of him.

"Happy…" Natsu murmured.

The blue cat moaned.

The pink-haired wizard got to his hands and knees and managed to return to his feet. Suddenly, Highbreed 1 landed in front of him and swatted him back. Natsu turned in the air, landed on his feet, and skidded backwards. He was about to counterattack when the Highbreed appeared in front of him again. With no time to react, Highbreed 1 rammed its foot into Natsu's stomach.

Natsu coughed up a bit of blood while his eyes bulged out. "Filth!" the Atasian cocked back its fist and slammed it into the Dragon Slayer's chest. Fairy Tail's Salamander cried out from the powerful blow.

He was sent bouncing across the field and rolled on the ground a few times before coming to a stop on his stomach. He clothing was ripped and torn in various places, complemented by myriad cuts and bruises all across his body.

Natsu clamped his mouth shut as he struggled back to his feet, his body flooded with excruciating pain. 'Damn…these things are strong. I don't think even Jellal's hits were this powerful.' The fire wizard still remembered how strong the blue-haired psychopath's attacks were and to say this monster's blows were stronger was surely saying something.

Highbreed 1 menacingly loomed over the downed Dragon Slayer. "That's right. Kneel before the superior race." The manifestation paused, and then glanced back at an unconscious Happy. "Hmm…or perhaps I should just finish your little pet first."

Natsu's body tensed up while his eyes widened to the size of saucers.

The Entrapment avatar turned away from Natsu and walked toward the azure cat. "So you can watch him suffer."

At that moment, the agony Natsu had been feeling vanished and was replaced with something else: rage. A shadow overtook the upper half of Natsu's face as he stood up from the ground, an ominous aura surrounding him.

"That's right. You're no threat to me now." The Highbreed bent down to pick up Happy, but stopped when he felt an uncomfortable heat radiating from behind him.

"You…bastard…" the Highbreed turned around to see hot, brilliant flames covering Natsu's body. The snow covering the ground in the vicinity instantly melted and the ground cracked as the moisture in the soil evaporated. Needless to say, a fuming look was plastered on the pink-haired wizard's face. "Don't you ever…EVER…threaten my friends; especially MY LITTLE BUDDY!" he roared.

Highbreed 1 apprehensively stepped away from Happy, holding up its forearms to shield itself from the searing heat; it was to no avail. Already his skin was beginning to shrivel up from dehydration. "That…heat…"

Natsu bent his knees and fired streams of fire from his feet, propelling himself forward like a rocket. "Fire Dragon Sword Horn!"

Without time to react, Natsu head-butted the Highbreed in the abdomen and sent it flying back. Highbreed 1's purple eyes widened from the powerful blow. Still in midair, the Fairy Tail wizard did not let up on his attack.

"Fire Dragon ROAR!" He bellowed, exhaling a mighty torrent of flames upon the manifestation.

The Highbreed cried out in utter agony from being enveloped in the one element it feared most. Natsu remained on the offensive until he ran out of breath. When he finally collapsed, he observed the aftermath. A smoking trench had been carved through the terrain by the pyromaniac's breath attack and at the end of it was a badly burnt and unconscious Highbreed.

"Hmph," Natsu smirked, "superior race, huh?"

A groan behind him then caught his attention. He turned around to see Happy getting to his feet, rubbing his aching head. "Ugh…Natsu…?"

"Hey, little buddy. You alright?" Natsu asked, concerned.

Happy nodded and summoned his wings to fly up to Natsu. "What happened to that creepy guy?"

"Oh, him? He's over there." Natsu pointed to the fallen Highbreed, the Dragon Slayer sporting a proud smile.

Happy gasped upon seeing the condition of the creature whose strength had proven to be quite formidable. "Oh wow! You sure did get him good, Natsu!" the cat praised.

"You bet I did." Natsu replied.

A pain-filled moan pulled the wizard and flying cat out of their conversation. They turned to the noise to see Highbreed 1 steadily getting up.

The Highbreed turned to the duo with its multiple eyes burning with rage. "You…SCUM!"

At that moment, Natsu noticed something peculiar about the Highbreed's condition. The skin around its gut was shriveled up and its legs were slightly trembling.

"That's strange. What's with this guy?" Natsu pondered.

"It looks like he's shriveling up like a raisin." Happy pointed out.

"Wait a minute…" Natsu paused to think. Why would his opponent show signs of dehydration after only a couple attacks? Realization then struck him like a hammer. "OH, that's right! That short subconscious dude said that these guys like it cold, which means-" suddenly, Natsu's body was enveloped with brilliant flames, making Highbreed 1 stagger back in fear. "-it's time to turn up the heat!"

The outburst of fire immediately caught the attention of the other two Highbreed. Highbreed 2 backhanded Gray away before turning its gaze onto Natsu. On top of the weather tower, the Highbreed commander jumped back to avoid Erza's Moon Flash attack and fired a barrage of darts at her, which she deflected with her sword. It then looked at Natsu below, its eyes widening from the sheer power of the flames encompassing his body.

"That flaming creature must be dealt with!" the Entrapment avatar snarled, clenching its fists in fury.

Erza noticed the Highbreed's attention shifting toward Natsu. Why would the Highbreed suddenly focus solely on Natsu, and was that fear in its eyes?

The scarlet-haired knight's eyes widened, recalling what Azmuth had stated earlier. 'Because the enemies you are about to fight prefer cold temperatures.'

'That's it! That's their weakness!' Erza realized.

"Everyone!" Erza shouted. "Drive the Highbreed toward Natsu! His flames are the only way to defeat them!"

"Silence, you filthy being!" The Highbreed commander yelled, firing another round of darts at Erza; which ricocheted off of her sword.

"Re-quip!" Golden light shined from Erza's body. When it faded, she was clad in her Flame Empress Armor. Fire formed around the crimson blade in Erza's right hand. The Fairy Queen jumped in the air, reared back her sword, and unleashed a wave of fire upon the Highbreed.

The Highbreed commander cried out in surprised pain from the heat as it was blasted off the tower to the unforgiving ground below.

Down below, Highbreed 2 timidly stepped back upon seeing the inferno surrounding Natsu's body. Already it could feel its body starting to dehydrate from its proximity to the heat.

"You heard the lady!" Gray shouted. "Drive 'em toward flame-for-brains."

Determination reappeared on Gray and Lucy's visages as they stood before the tall, intimidating monster.

"Stay away from me you lesser creatures!" the Atasian exclaimed; shooting more darts at the duo.

Gray acted swiftly. "Ice-Make: Shield!" a flower petal-shaped barrier of ice emerged from the ground and effectively blocked the projectiles, despite the multiple cracks in the shield. "Lucy, you're up!"

"Right," Lucy responded, "Virgo, drive him close to Natsu!"

"As you wish," the ground around Virgo began to shake until a couple of large boulders burst forth. The maiden wrapped her chains around the boulders, spun around in a blur, and swung the heavy objects into the Highbreed.

Highbreed 2 was thrown off its feet, his body soaring across the field and into Highbreed 1. Both of them were now lying on the ground, dazed from the impact.

Across the field, the Highbreed commander pushed himself off the snowy ground. His purple eyes widened upon seeing his two incapacitated subordinates. How was this happening? They possessed far more strength than these lowly humans despite their strange powers. So how was it that they were losing?!

"This…is impossible." The manifestation murmured, rising to a knee.

Erza landed behind the Highbreed with a loud thud, catching its attention. A serious expression adorned her face.

"You cannot defeat us, vermin!" All of a sudden, a flap on the alien's gut opened and revealed several tentacles. Said tentacles stretched out toward Erza to grab her.

The redheaded knight's eyes widened slightly, reminded of the battle with Ghostfreak and how he could do the same thing. Shaking off her brief surprise, Erza, in a blur, skillfully sliced the tentacles apart with her flaming sword.

The Highbreed commander yelled in excruciating pain, purple-reddish blood spewing out from its tentacle stubs.

"You will not stand in our way anymore!" Erza declared strongly.

She rushed forward and swung her sword horizontally and vertically, creating a fiery cross that rammed straight into the Highbreed. The manifestation bounced off the ground a few times before rolling to a stop near the general area of the other two Highbreed, who were now steadily regaining their bearings.

"Oh no, I didn't say you could leave." Gray remarked, hitting the ground with his fists. "Ice-Make: Floor!" The ground beneath the three Highbreed solidified into ice, effectively trapping them.

Natsu stared at the three Entrapment manifestations with a hungry grin. "Thanks for coming to me; saves me the trouble."

"Natsu!" the Fire Dragon Slayer glanced to the source of the voice: Erza. "Eat up!" Erza held up her Flame Sword, which was sheathed in fire. The blaze grew bigger and bigger until the re-quipping mage couldn't control it anymore. She swiped the huge fireball at Natsu, who was eager to accept it.

He grabbed the fireball with both hands and inhaled all of it into his mouth. After swallowing the inferno, Natsu let out a satisfied burp.

"Thanks for the grub, Erza." Natsu said, savoring his newly restored magical energy. "Now, I'm fired up!"

The Highbreed trio watched in horror. They knew that this battle was over.

"Enjoy your victory while it lasts, wretched scum. You will soon know what real power is. Nothing will stop the Entrapment." The Highbreed commander proclaimed darkly.

"Sorry, did you say something?" Natsu retorted, not listening to the avatar's prattle.

He crouched down and leapt into the air. "With the flames in my right hand and the flames in my left, put the two together, and you get-" Natsu merged the two fireballs in his hands into one above his head, which radically grew in size and power. "Fire Dragon Brilliant Flame!"

Natsu hurled the massive fireball down on the three Highbreed. Upon impact, an enormous explosion of searing heat ripped the ground apart like an erupting volcano. The Ultimate Team, excluding Natsu, was forced to shield their eyes from the intense light and the debris being thrown at them.

Happy had grabbed onto Lucy's shoulder to keep from being blown away. The cold air and snow produced by the weather towers was gone in an instant, replaced by searing heat.

"Ugh…too hot!" Lucy whined, stepping back to put distance between her and the source of the heat.

"First you're too cold and now you're too hot? Make up your mind, Lucy." Happy jabbed.

"SHUT IT, CAT!" the blonde snapped.

A moment later, the inferno started to die down until the flames finally disappeared. The smoke and ash began to settle, revealing a considerable-sized crater in the middle of the battlefield. There were no signs of the Highbreed. The Ultimate Team had triumphed once more.

Natsu was slightly panting, feeling the fatigue in his body. He had to admit, expending his magic against the DNAlien hordes and the super-strong Highbreed had drained him considerably. The others were no exception.

"Man…that…was…awesome!" Natsu yelled happily, despite his exhaustion.

"He's insane." Lucy moaned.

"You're just figuring that out?" Happy remarked.

The Celestial Spirit wizard ignored the blue cat and turned to Virgo, who was standing beside her. "Thank you for your help again, Virgo."

The pink-haired maiden smiled. "It was my pleasure. Do you wish to punish me now?"

"Goodbye, Virgo." Lucy swiped Virgo's key through the air and sent her back to the Spirit World.

"That fight…was intense." Gray commented dryly.

"Yes, it was." In a golden flash, Erza re-quipped back into her Heart Kreuz Armor. A few beads of sweat were noticeable on her face. Despite her magical prowess, even she felt tired from the lengthy battle.

"And Azmuth said that these manifestations would only grow stronger after every battle." Gray mentioned.

"But…those Highbreed were already crazy strong." Lucy stammered. "What could be stronger than them?"

"Huh," Natsu ambled over to the group with a wide smile spread across his face. "I guess we'll find out."

"You better be taking this seriously, loser. This isn't a game." Gray said sharply.

Natsu got in the ice wizard's face, displaying an equal amount of anger. "Who said I wasn't taking this seriously?! And who're you calling a loser? Last I checked I was the one who beat those guys!"

Before an annoyed Erza could intervene, a voice interrupted her. "Alright, that's enough you buffoons!"

The Ultimate Team turned to the voice to see Azmuth standing before them.

"Hey, you're back!" Natsu pointed out.

"Is that a surprise?" Azmuth said sarcastically. "Congratulations on staying alive. What you accomplished was certainly noteworthy. Now, let's be off." Without wasting a moment, the subconscious avatar summoned a memory gateway.

"That's all you're gonna say? Congrats?" the Dragon Slayer shouted.

Azmuth turned back with a miffed look. "What do you want? A cookie? We don't have time to lollygag around!" he rebuked.

"Azmuth is right." Erza agreed. "We accomplished our task. Now, we must move on." She turned her gaze to the Galvan below. "How much further is Ben's consciousness, Azmuth?"

"Not too far. Only four more memory jumps." He answered.

"What?!" Lucy screamed. "You're saying we have to fight four more times?!"

Azmuth shook his head. "Not likely. Your victory here has sent the Entrapment a message that you will not fall easily. I reckon they will now be sending manifestations stronger than the Highbreed after you. And there are only a few that come to mind that fit that description."

The Ultimate Team froze from that statement. Villains stronger than the Highbreed? Needless to say, that thought made the group rather apprehensive and unsettled.

"My guess is that the Entrapment will dispatch only two or three more manifestations now." Azmuth continued.

"And these foes are going to pack even more strength than the Highbreed, which I dare say we couldn't have defeated if it weren't for Natsu's fire." Erza stated.

The wizards took a moment to soak in that undeniable fact. Things were not going to get any easier from here.

"I'm afraid so. Are you sure you're still up for continuing your journey?" Ben's subconscious mind inquired.

"Of course we are!" Natsu stated defensively. "We ain't givin' up! We're gonna keep fighting until we rescue Ben!"

The others agreed with their pyromaniac friend and nodded defiantly.

Though he was indifferent on the outside, Azmuth smiled inwardly from their response. "Very well. Follow me." He stepped into the glowing sphere and vanished.

Just as the scene around them began to crack and fade away, the Ultimate Team stepped into the gateway and headed to the next memory.

'We're coming Ben. Just hold on a little longer.' Erza prayed.

Unfortunately for the Fairy Tail wizards, time was not on their side.

…

In the dark stormy void, the unknown individual had his hands tucked in his coat pockets. He was looming over someone who was on their hands and knees, wrists and ankles shackled by purple glowing chains.

The prisoner was none other than Ben Tennyson.

Ben was breathing heavily and his face was coated with sweat. Streams of tears were noticeable on his cheeks. His wide eyes were locked on the ground. The teen who normally displayed a confident, carefree attitude was now petrified in despondency and desperation.

"Make…" he uttered pathetically, "make this stop."

Purple lightning flashed through the black cloud-covered sky while thunder rumbled across the void.

A long ominous moment passed by. The dark character looming over Ben retained his impassive expression. Then, he looked down at Ben with a sinister grin.

"I'm afraid I can't do that, Tennyson. I believe you deserve to see more." the dark individual replied.

Ben's body tensed, shaken by the thought of seeing that horrible memory again. "No…no…NO! Please, just stop!" He begged, clenching his fists.

"And spoil all the fun I'm having?" the man snickered. "No, I won't stop. I will keep drowning you in an ocean of misery and pain until the light inside you goes out completely." He kneeled down before Ben, gazing at him with purple eyes that shone through the darkness and an unadulterated insane smile. "Then, only then will I allow you to die."

…

A/N: Damn, I'm finally finished! I have to admit; this chapter did indeed posse some challenges and was very difficult to write. Hopefully the next chapters won't have the same problem.

I would like to thank Vanessa Masters, Star Saber21, and Masamune X23 for their assistance in this chapter. I received quite a bit of writing assistance from Vanessa and really appreciate what he did for me. Saber and Masamune were also a big help in this chapter's making too. Big virtual cookie cakes for the trio!

I would like to apologize for my tardiness. This college semester was a major pain in the ass and when I did find time to write, I just couldn't wield myself to write a lot. I was too caught up with other hobbies. Hopefully, you'll all understand. Thankfully, with summer break, I can find more time to write.

Chapter 1-6 Revised is still not ready; however, I will be shifting my attention to getting it finished soon and let you all know when its ready. There will be a lot of changes and more written content. I would advise you to read it once its published. Thanks goes to TallGuy94 for his help in re-writing these chapters so far.

I have a couple things to share with you, my awesome, loyal readers.

One, there are three links to three different drawing styles of Beelzebash on my profile page. I would recommend looking at all three of them so you can decide which is best.

Two, TallGuy94 and I have decided on the voice actors for Beelzebash and a few of the OCs who have already made their debut.

Beelzebash – Troy Baker

Joe Magtartus - Vic Mignogna

John Magtartus - Travis Willingham

Highbreed Commander - Kevin Michael Richardson (Not an OC but I thought I should point it out)

Gordon Seismo – undecided

Henry – undecided

If you have any suggestions for Gordon and Henry's VA, please PM me.

Next chapter: Entrapment, Part V: Here Came the Conqueror - As the Ultimate Team recovers from their clash with the Highbreed and DNAliens, they trek into more of Ben's memories. Then, they are forced to battle with a seemingly unstoppable foe who's strength is unmatched. Ben's condition continues to deplete. What can possibly be done?

I hope you can all forgive me for taking so long to update. Maybe this long chapter can make up for it? Anyways, please leave any critique or comments in the review box. Whoever decides to flame will be crushed underfoot like the vermin you are by the superior Highbreed. Until next time…