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

28. Chapter 28

…

Ultimate Fairy

Chapter 28: Entrapment, Part V

The Conqueror Cometh

…

As soon as the Ultimate Team had passed through the gateway, the fatigue and injuries they had sustained from their battle with the Highbreed and DNA armada had instantly vanished. Needless to say, the wizards and cat were quite surprised to have regained their full strength so quickly.

The team studied their surroundings to see that they were now in an open grassy area with trees, benches, and sidewalks situated around them. It was easy to deduce that they were in a park. What really caught their attention though were the enormous buildings made of steel and glass that towered around the park's perimeter on all sides.

"Wow…" Lucy awed, "seeing how big the cities in Ben's world never ceases to amaze me."

"Aye," Happy agreed.

Erza was silent as something else caught her eye, something the others had failed to notice yet. There appeared to be a transparent dome covering the entire park, cutting it off from the outside. Why was that there? What was its purpose?

"Are we in a park again?" Natsu griped. "This better not be another freaky dream."

"Natsu, will you-" the redheaded knight began to scold the Dragon Slayer until a flash interrupted her.

The group turned toward the source of the brief flash. It was seven-foot-tall white and black skinned humanoid with a fin on his head. His outfit consisted of a black and red robe covered in circuitry. He had black eye markings while his eyes were red with a black slit as a pupil. Grey spikes stuck out from his toes and hands.

The unknown arrival was standing atop of a slanted rock that protruded from the ground.

"Who the heck is that guy?" Gray said.

"People of Earth," the being announced, "today's contest is being broadcast simultaneously on all information channels. Be forewarned, the Conqueror's Challenge is a courtesy. Vilgax's fleet is currently in orbit around this planet. Should your champion fail to show, Vilgax will declare victory and obliterate the Earth…as is his legal right."

The Ultimate Team looked up and gawked at the fleet of warships hovering in the sky.

"How the hell did we not notice that?!" Natsu shouted, referring to the warships.

"Did I hear him right?" Gray said nervously. "Did he say Vilgax? As in that huge squid-faced guy that nearly killed Ben when he was a kid?"

"He did." Erza tensed. Her eyes narrowed in thought. "He also said something about a challenge."

"The Conqueror's Challenge," Azmuth corrected. The subconscious manifestation appeared on Erza's shoulder once more. "That being is Psyphon, a servant to Vilgax."

"What exactly is going on here? What's a Conqueror's Challenge?" inquired Gray.

"Is it some kind of battle?" Lucy wondered.

"Not just any battle." Azmuth clarified. "A Conqueror's Challenge is when the greatest champions of two worlds battle one another. Whoever wins determines the fates of both worlds. It was established to limit the destruction done by interstellar wars."

Erza nodded. She could see the logic in this Conqueror's Challenge and actually agreed with the concept of preventing war and wide-spread devastation.

"Sounds awesome!" Natsu commented.

"Are you insane?!" Lucy yelled.

"Ben is the representative of Earth and if he wins, Vilgax must leave and never attempt to attack Earth again." the manifestation continued.

"And if Ben loses?" Erza asked, fearful of the answer.

"Then Ben will be killed. Vilgax will claim the Omnitrix and conquer the Earth." Azmuth said impassively.

The group's eyes widened from the high stakes of this situation.

'I can't imagine what Ben must've been feeling then.' Erza mused. 'The fate of his world is on the line here. He must've been so nervous and shaken.'

"And if Vilgax chickens out, I win, right?" Jetray suddenly flew straight through the transparent dome and landed in front of Pysphon. "Will you have to work for me after because… I really hate mowing the lawn?" He quipped.

Erza's eyes widened as she stared at Jetray in utter disbelief. "I-I don't believe this? His entire world is depending on him and he's acting so…so…"

"Calm?" Lucy finished.

"That's Ben for yah." Happy chirped. "Even when he was fighting Natsu and you, Erza, he always acted so cool."

"But this is serious!" Erza inputted strongly. "His entire world is at risk!"

"After Ben saved the universe from the Highbreed, our-uh (Cough) I mean HIS ego became very inflated." Azmuth mentioned.

Erza cocked a brow in confusion. Ben didn't have an ego problem now. He had accomplished many things while in Fairy Tail and never once had she seen him brag about it. Compared to the Ben she was seeing, he had certainly changed over the years; for the better in her opinion.

"After the battle, I will personally remove the Omnitrix and present it to Vilgax." Pysphon declared. "Speaking of whom…"

Pysphon suddenly vanished as a large blazing fireball appeared out of nowhere and crashed into the park with enormous force. The ground shattered as everyone shielded themselves from the dust and debris being launched at them; however, they were not blown back or harmed since the events taking place in memories could not affect them.

"What was that?!" Lucy cried.

Stepping out of the inferno was a large, imposing figure. A red armored plate adorned its chest with black, skin-tight material underneath. On its legs was blue suit-like armor with silver padding on its thighs and shins. It had a yellow shoulder plate on its left arm that displayed a red 'V' over a black circle, and it boasted a golden gauntlet on its left hand. The being's right arm was devoid of armor, revealing green skin and muscles that appeared to be woven together like rope. On its right hand was a black bracelet with a red gemstone embedded on the back. Sheathed on its back was a large, silver sword that looked like it could easily inflict a ton of damage.

The alien had a bald, squid-like head with tentacles dangling down its chin, black creepy lips, and red ominous eyes. The team instantly recognized the creature from his face alone in spite of his drastic change of appearance.

"Is that…Vilgax?" Erza asked apprehensively.

"Indeed" Azmuth grimaced.

"Ben 10, I've come to kill you and conquer your world. Is now a bad time?" Vilgax declared mockingly.

"Whoa…he's sure changed." Natsu commented, slightly unsettled by Vilgax's new gladiator-like appearance.

"You have no idea." The subconscious manifestation remarked.

Vilgax glowered at his archenemy. "Are you ready to die, Ben?" he threatened.

"Can we skip the threats and get to the fight part? There's a Sumo Slammers marathon at eight and I forgot to set the DVR." Jetray grinned.

Erza couldn't believe what she was seeing. How could Ben being acting so arrogant with the fate of his world on the line? It infuriated her to no end!

"What's he talking about?" Lucy asked.

"Oh…uh…" the Galvan manifestation rubbed the back of his neck awkwardly. "It's kind of embarrassing. Sumo Slammers is Ben's favorite show. Like how your lacrima's show images from far away, Ben's world has devices called television, which display shows, news, and all kinds of things."

"Seriously?!" Lucy yelled, flabbergasted.

"He was more concerned with that than the fight?" Gray said incredulously.

Vilgax growled and unsheathed his sword, which became encased in flames as he drove it down at Ben. A circle of flames had already formed around them both. Though it seemed that he had engulfed Jetray in the blaze, the flames surged upwards and Jetray burst out of them with a cocky little quip.

"I'll take that as a 'yes'," Jetray said.

Jetray started firing green energy beams from his tail. The alien warrior erected a yellow shield from a gold gem fitted on his left gauntlet, which easily blocked the blasts.

"Your energy beams are no match for the Shield of Ziegel!" Vilgax scoffed.

Vilgax lowered his shield to give chase and leaped into the air, blasting Jetray with a red ray from a black bracelet on his right wrist. Jetray fell to the ground, stunned by the powerful blast. He pushed himself up only to receive an uppercut from Vilgax, which sent him flying into a fountain. The conqueror jumped into the fountain and continued punching Jetray, and even slammed his foot on him until he formed an imprint of his body in the fountain's base.

Needless to say, the Ultimate Team was shocked and appalled by the brutality Vilgax was demonstrating.

"Oh no," Lucy gasped, covering her mouth.

"He's getting pummeled!" Natsu yelled in alarm.

'He's brutal like Gajeel was to me during the Phantom Lord incident' Lucy thought, cringing at each blow struck on Ben.

"Come on, Ben. Get up!" Gray exclaimed.

"Aye!" Happy chimed.

Erza gritted her teeth and furrowed her brows at the scene. 'How is Ben getting beaten like this? Even though he's three years younger, he's much stronger than this. Come on, Ben…you have to fight back!'

As if Ben had heard Erza's thoughts, an emerald flash signaled a transformation and Vilgax was suddenly encased in ice. A familiar moth-man then appeared above the frozen gladiator.

"Big Chill," Ben announced in his cold, raspy voice.

Gray smirked, delighted by Ben's choice of alien. "That's how yah do it, Ben!"

"Nothing like a refreshing dip on a hot summer's day," Big Chill flew down near the frozen Vilgax, who visibly struggled in the icy block. "And, Vilgax? You are that DIP." He taunted.

"I…will…be… FREE!" Vilgax growled out. His eyes glowed red and beams shot out of his eyes, shattering the ice around him.

"Guess so." Big Chill said.

The Necrofriggian swooped down at Vilgax, who cocked his fist back to punch him; however, he stumbled forward as his fist went straight through his intangible form. As a result, Vilgax found his hand frozen solid to the bottom of the fountain.

"My hand!" Vilgax bellowed.

"Wow. Ben's almost as good as me." Gray crossed his arms over his chest. "Almost."

"You know what they say 'Cold hands-"Big Chill trailed off as Vilgax shattered the ice encasing his hand.

"What DO they say?" Natsu wondered, scratching his head.

"Old superstition" Azmuth scoffed. "'Cold hands, warm heart.' It was meant to imply a person with cold hands, actually had a warm heart."

"Pft," Natsu snorted, "guess they didn't know about Gray, huh? The icy blockhead doesn't even know how much Juvia loves him."

"What was that, pinky!?" Gray shouted, enraged.

"Will you two morons knock it off!" Erza snapped. "This battle is getting serious! We need to examine Vilgax's strength in case we have to fight his construct." She then sighed in irritation. "Gray, your clothes."

The raven-haired teen looked down to see that he was in his boxers. "CRAP! Not this again!"

Lucy paled from Erza's previous statement. "Us? Fighting a monster like that…" she squeaked.

"You gotta let me finish my quips, Vilgax. It's sort of a rule." Big Chill taunted.

"Keep joking, Child" Vilgax growled as he tapped the gold diamond on his left gauntlet, causing it to glow yellow. "It will make my victory all the sweeter."

He lashed out and grabbed ahold of the transparent form of Big Chill, squeezing him tightly in his clutch.

The group's attention was promptly returned to the fight, due to this shocking development.

"Whoa. He grabbed Big Chill when he was intangible?" Lucy stammered.

"How's that possible?!" Gray shouted.

"Hey!" Big Chill cried out in surprise. "You can't touch me when I'm intangible!"

"No?" Vilgax discharged a powerful shock of energy through Big Chill's body.

"Auuuugh!" Big Chill yelled out from the burning pain before his body went limp. The warrior released his grip, letting him fall to the ground.

"My mistake" Vilgax sneered.

Erza's mouth gaped slightly. Something was not right with Vilgax. She had noticed it ever since he appeared. It wasn't just his new appearance, it was his abilities.

"Something's been bothering me ever since we arrived here." Erza voiced, causing the group to look at her in intrigue. "When we saw Vilgax before, he didn't display these kinds of abilities. How did he gain them?"

The team paused and contemplated Erza's statement. It was a good observation. When they had witnessed the memory of Ben's first encounter with Vilgax, his only ability appeared to be amazing brute strength. Now, he had an array of powers.

"Yeah, you're right." Natsu agreed.

"Quite observant of you," Azmuth commented. "Vilgax had been gone for five years since he was last defeated by Ben. During that time, he has conquered ten worlds and has absorbed the powers of those planets' greatest champions."

Everyone looked at Ben's subconscious in surprise.

"He took their powers?!" Erza exclaimed, shocked.

"Is that possible?" Lucy asked in confusion.

"Well, I don't know about Ben's world but in our world there is a rare type of magic called Mimic. It allows the user to use any magic they encounter, but not steal it from someone." Erza explained.

"But what about that freaky owl-guy that ate me?" Natsu remarked, slightly shivering from that horrible memory.

"True. But that's a different matter entirely, and his use of your magic wasn't as strong as when you would use it." Gray remembered.

"I take it that isn't the same case with Vilgax?" Erza inquired, looking at the Galvan on her shoulder.

He nodded and grimly answered, "Unfortunately, yes. He has full use of those fallen champions' powers."

The Fairy Tail team's eyes widened upon this revelation.

"Why...why don't you pick on someone your own size? Or better yet..." Big Chill phased into the ground as Vilgax readied his sword.

Suddenly, the ground beneath the ruthless conqueror exploded upward as Humungousaur burst forth in his fully grown, spiked form.

"Humungousaur!" he shouted; arms held up in a power-up fashion.

Vilgax was sent flying through the air, but managed to blast Humungousaur with his eye beams. They had little effect as the Vaxasaurian charged at the squid-faced warrior. The two mightiest beings of the universe reared back their fists and then slammed them together. The shockwave created rippled through the entire city.

The Ultimate Team watched in amazement by the amount of force and destruction caused by Ben and Vilgax punching each other.

"Whoa. This is crazy." Happy said weakly.

"Can anyone see if Ben's alright?" Erza asked.

As the smoke dissipated, it was obvious that Ben was NOT alright. Humungousaur was pinned under Vilgax's foot, completely overpowered. The force of the blow had created a crater with a pipe shown pumping its waste into the large gap in the earth.

"Yield!" Vilgax demanded, driving his foot harder into Humungousaur's face. "And your demise will be mercifully brief."

"Oh no. This is bad." Lucy fretted.

"Yeah…I wouldn't wanna be in his shoes." Gray winced from the brutal treatment Ben was receiving.

Erza clenched her fists, trying to uphold her strong demeanor. But seeing Ben get beaten like this was taking its toll on her. 'Ben must've won this fight; otherwise, he would be…he would be…' she shook her head to keep herself from finishing that sentence. 'But from the way things look now, how could he have turned the tide?'

"Don't listen to him, Ben!" A voice shouted.

Vilgax and the Fairy Tail squad raised their heads up to see two figures on a floating pink platform. One was Gwen dressed in a red shirt paired with a black vest, gray pants, and black flats. Her hair was worn in a high ponytail.

Next to her was an odd creature. It looked to be a man, but wore only a pair of black swimming-briefs. The left half of his face was covered in a mint-green crystal substance. Concrete covered the right half of his face, left half of his chest, and left arm. The lower right half of his chest, stomach, and right arm were covered in metal whilst his legs seemed to be made of wood.

Surprisingly, the strange man was Kevin. He too had taken on a new appearance.

"There's something bigger than Humungousaur!" Gwen shouted as the huge figure of Way Big loomed up over them.

Everyone froze and stared up in shock.

"Is that…Ben's titan form?" Lucy stuttered.

"But…what's it doing here? Ben's over there!" Natsu exclaimed, completely confused.

Erza turned her head to Azmuth, a fearful expression across her face. "Don't tell me this is another Ghostfreak situation."

The manifestation shook his head. "No. Not at all. It's…a little more complicated."

Vilgax glowered at Gwen and Kevin's presence. "Do not interfere with this contest!" He warned.

"Who's interfering?" Kevin retorted with a smug smirk.

Way Big stepped over Gwen and Kevin and walked toward the crater, each footstep shaking the earth. Humungousaur, who was still lying on his front, looked up at the To'kustar before transforming back to human. The shift in form surprised Vilgax, causing him to stumble backwards as Humungousaur was no longer there to support his weight, Ben doing the same to gain distance from his foe. Way Big slammed his foot in-between Ben and Vilgax, causing the latter to jump back to avoid being crushed. He skidded a few meters backwards before coming to a stop and unsheathing his sword.

The mighty To'kustar stood proud and tall above Ben until its body was engulfed with yellow light. Way Big suddenly disappeared and yellow energy tendrils flowed into the Omnitrix.

Ben wore a cocky, confident expression as he activated the Omnitrix, bringing up the hologram of his To'kustar form. "And now...Vilgax is going to get a taste of Way Big!" He slammed down the dial.

"Looks like this fight's over." Gray noted, folding his arms over his bare chest.

"Aye," Happy chirped, "Ben's titan form will flatten that big bad fishy."

"He's a squid, Happy." Lucy corrected, exasperated.

When the emerald light faded, dumbfounded expressions spread across the gang's faces. Standing in Ben's place was not Way Big, but rather…

"Chromastone?! Aw man!" Ben complained.

'Why did the Omnitrix now of all times have to give him the wrong form?' Erza mused.

Vilgax charged forward with his flaming sword in hand. Chromastone widened his stance and fired an ultraviolent beam from his head. The blast sent Vilgax flying high until he promptly slammed into the force field surrounding the park. Gravity took over as he fell and crashed into a building, pulverizing it in the process.

Chromastone took to the air and flew toward the debris with the Ultimate Team following behind him.

"Okay, that did it!" Natsu stated.

"Yeah, there's no way he could walk away from that." Gray added.

"I'm not so sure." Erza disagreed with a serious visage.

"What do you mean, Erza?" Lucy asked, running beside her.

"How the heck could he still fight after that attack?" the ice wizard demanded.

The team ran along a concrete path that took them straight to a plaza in the middle of the park. Suddenly, a piece of rubble shifted as Vilgax moved it aside and stood up virtually unscathed. Needless to say, the Fairy Tail group was shocked and unsettled by this.

"Not a scratch?!" Natsu said, alarmed.

"How's that possible?" Lucy said fearfully.

"Vilgax didn't earn the title 'Conqueror of Ten Worlds' by being defeated that easily." Azmuth deadpanned.

"Whatcha gonna do now, tough guy?" Chromastone mocked.

"I'm glad you asked." Vilgax sneered.

He held out his broadsword and the flames covering it disappeared. Greenish-blue crystal spikes began to emerge across the blade until it was completely encased in crystal.

Chromastone wasn't deterred as he fired another rainbow energy beam from his head. Vilgax held up his sword and blocked the blast. Ben didn't back down as he put more energy into the beam; however, what the Omnitrix bearer didn't know was that Vilgax's sword was actually absorbing his attack.

Vilgax gained his footing and pushed back against the powerful ray. The group watched in alarming disbelief as the conqueror walked through the beam, his crystal sword absorbing Chromastone's energy while doing so. Their disbelief turned to horror as Chromastone collapsed to a knee from exhaustion. Vilgax's sword transformed back to its original mode as he held it up over Chromastone's head.

"NO!" Erza screamed.

Vilgax brought his sword down on Chromastone, causing a blinding flash of light. When the flash died down, a pile of broken crystal shards was scattered across the spot where Chromastone had kneeled.

Horror crossed over Erza's expression as she stared wide-eyed where Ben had been standing. The others were paralyzed with utter shock with bulging eyes and mouths agape.

"No!" Gwen yelled in disbelief, burying her face into Kevin's chest to block out the horrible image.

Vilgax, however, let a heinous, victorious smile break out on his creepy face.

Grandpa Max, who had been watching from the trees, gasped his grandson's name before turning his face away from the tragic scene.

"B-but…how…?" Erza stuttered. The scarlet-haired knight knew Ben must've survived since he had ended up in their world, but just the idea of Ben dying made her feel ill.

"He's not dead, despite what you may think." The subconscious mind reassured.

"Then why did you show us this horrible memory!?" Lucy screamed.

"Yeah," Natsu barked with streams of flames spilling from his mouth. "This is beyond sick!"

'Trust me…you haven't seen sick.' Azmuth grumbled inwardly, knowing all too well what hell the conscious mind was going through. He shook his head lightly and returned to reality. "This was a moment when Ben learned that he was not truly invincible."

"Apparently!" Lucy snapped.

"So, Ben had to survive this; otherwise, he wouldn't be here today." Gray rubbed his face, stressed out. "But how could anyone recover from something like that?"

"Yes, it may seem impossible for Ben to recover from this, but it's not over yet." Azmuth answered.

The group returned their focus on Vilgax, who had sheathed his sword. "I AM VICTORIOUS!" He proclaimed, raising his hands in a triumphant matter.

In a flash, Psyphon had teleported next to his master.

"Fetch me my prize." Vilgax ordered his lackey.

Pysphon walked over to the pile that was once Chromastone and grabbed the Omnitrix dial and presented it to his master.

"I have it, master. The Omnitrix," Pysphon held out the device to the conqueror. "This entire world belongs to you."

All of a sudden, a bright green light began to glow off the Omnitrix. Pysphon yelped in surprise as he let go of the symbol, which glowed brighter and started to spin rapidly.

Everyone, including the Fairy Tail gang, stared at the phenomenon in silence and awe. The shattered remains of Chromastone began floating through the air and merged together into a big clump around the dial. Vilgax desperately reached out to retrieve the Omnitrix, but was forced to shield his eyes as a final flash engulfed the pieces.

"Diamondhead!" The name of Ben's Petrosapien form echoed through the air as he held up his arms in a power-up fashion.

Everyone stared at the scene with stunned looks. How did that happen?

"Whoa…" Happy said.

It was all that could be said at the moment. They were too astounded and shocked.

Erza then noticed something different about Diamondhead's appearance. His body seemed to be made of blue rocks while his face, arms, and spikes were comprised of greenish-blue crystal.

Vilgax bared his teeth in disdain and took a few steps back.

"You're in trouble, Vilgax. I've had a lot of practice with this one." Diamondhead asserted.

He held up his arms and fired a barrage of crystal shards. Vilgax swiftly deployed his shield as the ground erupted into explosions where the crystal projectiles hit. When the shards collided with the Shield of Ziegel, it promptly shattered and caused Vilgax to stagger back.

As the smoke cleared, Vilgax was on a knee. He extended his right arm and fired a powerful red ray. Diamondhead formed a crystal barrier beneath him to not only absorb the attack but to use it as a springboard to propel himself into the air as well. Vilgax covered his face as crystalline fragments rained down upon him.

When the attack stopped, Vilgax gritted his teeth and charged up the Ruby Ray of Ulo. He turned around and fired another beam at Diamondhead, who summoned several large crystal spikes to block the attack. The conqueror charged forward and punched straight through the crystalline barrier, but his opponent was nowhere in front of him.

He turned around to see Diamondhead hold out his arms and discharge another fusillade of crystals. Vilgax was not quick enough to respond as the shards collided with his chest and torso and making him stagger back in unexpected pain.

Diamondhead held up his arms, which caused three large crystal spikes to erupt from the ground and levitate in the air. He maneuvered the spikes right over Vilgax, who looked up in apprehension. He tried to run away, but Diamondhead dropped his hand which brought the large spikes straight down on top of Vilgax. An explosion of shattered crystal and earth was made.

When the dust settled, Diamondhead was standing atop of a huge pile of crystals. Vilgax was pinned underneath the crystalline mass with a black eye and numerous other injuries.

"Say the word," Diamondhead taunted.

Vilgax turned away in shame. The worse pain did not come from his physical injuries, but his wounded pride instead. However, he knew when he was beaten. "I…yield…" He choked out painfully.

"That's right, you do." The Petrosapien stated.

The team had the watched the scene with anticipation and amazement.

As the scene faded away to a black space, Natsu exclaimed, "That was AWESOME!"

"Aye, sir!" Happy chimed. "Ben sure showed that bad fish-man to never mess with him!"

"Despite almost getting killed," Gray inserted dryly.

"Let me guess," Erza turned to Azmuth, "Vilgax doesn't keep his word and returns to conquer Earth anyway?"

Ben's subconscious chuckled lightly. "Very astute of you"

Natsu, Gray, Lucy, and Happy looked at Azmuth in confusion. "What?" they yelled simultaneously.

"So he does come back?" Lucy asked.

"Of course he does!" Azmuth inputted, giving the group an incredulous expression. "You didn't think Vilgax would just give up, did you?"

"Still," Erza clenched her fists tight and snarled, "The point of that battle was to prevent war. It makes me sick that Vilgax would break the rules of this fight and attack anyways."

Azmuth nodded. ""Vilgax is ruthless and without mercy. He will use the laws when they suit him, but when he no longer needs to fear them, he will return."

"Man," Natsu scratched his head. "You'd think after getting his green butt kicked like that he would back off."

Ben's psychic manifestation snorted. "If you think this battle was intense, wait until you see what comes next."

Natsu immediately became excited from the news of seeing more fights while the others couldn't help but be interested as well.

The subconscious manifestation summoned another memory gateway and the Ultimate Team walked through, taking another step down the road of their quest through Ben's mind.

…

After the momentary flash, the Fairy Tail wizards allowed their eyes to readjust as they observed the new setting. The giant room they were in was comprised of dark green metal with an assortment of large electronic components on the ceiling. Along the sides of the floor were deep gaps.

The Ultimate Team stood on the main catwalk that was connected by other smaller catwalks that ran perpendicular to it. However, the biggest shock came to the group when they looked out a huge window in front of them.

Outside the window was space and the glowing blue orb, Planet Earth, the world of Ben's birth.

"Holy cow!" Lucy screamed, alarmed. "Are we in space?!"

"Yes," Azmuth answered. He was now sitting on top of Happy's head, who frowned comically from having the toad-man on him. "We are on currently on Vilgax's latest ship."

"SHIP!?" Natsu cried out.

Immediately, a wave of nausea hit the Dragon Slayer as his face turned completely green. He collapsed to the metal floor pathetically.

"You've got to be kidding me." Lucy huffed, slapping her forehead in exasperation. "Does he ever NOT get motion sick?"

Ben's subconscious groaned in frustration, and then glanced down at the blue cat he was sitting on. "Happy, could you pick up Natsu so he can witness what's going on?" he requested.

Happy saluted. "Aye, sir!"

He went down and lifted the pink-haired wizard into the air by the back of his vest. As soon as his body lost contact with the floor, his motion sickness vanished completely!

Lucy sighed. "I swear, Natsu, you're a strange one."

The group then fixated their attention on the scene in front of them. Ben, Gwen, a mutated Kevin, and Max were standing before Vilgax. They had missed what had been conversed between the two sides.

Then, two big metal containers extended from opposite sides of the wall. The containers split apart and folded back, revealing a large assembly of white and red metallic robots. A dozen of the faceless humanoids marched forward and encircled a wary Alien Force.

Needless to say, the Ultimate Team was confused over what was transpiring.

"What are those things?" Gray inquired.

"Bioids" Max said.

"Just a few of the hundreds of thousands I have aboard this vessel." Vilgax clarified. "Allow me to demonstrate." He grinned, holding up his right wrist to display the Omnitrix.

Alien Force's expressions hardened from Vilgax's flaunting; however, the Fairy Tail gang harbored looks of shocked dismay.

"Holy crap!" Natsu shouted, completely stunned.

"H-He…he…he has…" stuttered Lucy.

"– the Omnitrix!" Erza exclaimed, alarmed.

"How the hell did that ugly bastard get it from Ben?!" Gray yelled in outrage.

"Please look behind you." Azmuth instructed.

Confused, the group turned around and were surprised to see an exact look alike of Ben, with the exception of his white hair and red eyes, that had been chained to a nearby slab.

"Whoa! I didn't know Ben had a twin!" said Natsu.

"He's not his brother, idiot!" Gray added. He blinked for a moment and turned to Azmuth with uncertainty. "Is he?"

The toad-man simply shook his head.

"I don't get it. How can Ben be here, if he's over there?" Happy wondered, trying to wrap his little mind around the situation.

"That is Albedo, a former Galvan, and Ben's doppelgänger. He had tried to make his own Omnitrix but wound up trapped in a human form similar to Ben's." Azmuth explained. "He broke out of prison and stole an incomplete Ultimatrix from the real Azmuth's lab and finished it."

"Ultimatrix?" Erza questioned.

"It was an improved version of the Omnitrix." The subconscious form clarified as he continued, "Anyways, Albedo aided Vilgax in taking the Omnitrix from Ben in hopes of returning to his Galvan form. But, of course, Vilgax betrayed him."

"Why's that not surprising." Gray commented wryly.

Ben's subconscious turned back to Vilgax and pointed at the white robotic humanoids. "Those robots are called Bioids. They are essentially synthetic life-forms with blank DNA – mindless and obedient."

"Then what are they good for?" Natsu said, unimpressed.

"I'm curious as well." Erza admitted. "They don't appear to be even slightly battle-worthy."

"Currently, no." the subconscious manifestation said. "But keep watching and you'll soon see why they are so dangerous."

The conqueror slammed down the Omnitrix dial, causing the white humanoids to be bathed in emerald light that typically covered Ben when he transformed.

When the light subsided, the bioids had transformed into… "Diamondhead!" the bioids vocalized simultaneously.

On cue, the Ultimate Team stared in shock as they eyes widened and mouths gaped.

Vilgax selected a second alien and slapped down the core.

"Lodestar!"

Again, he chose another form and slammed the dial down.

"Spidermonkey!"

In an emerald flash, the bioids transformed back to their original robot mode.

"No army in the universe can stand against my power." Vilgax declared smugly.

Sweat rolled down Gray's face in trepidation. "Damn…" he cursed under his breath. "With an entire army of Clockworks, this guy could age a city to dust."

"Or burn entire worlds with a Heatblast army." Happy shuddered.

"Or worse, crush entire mountains." Erza gasped, reminded of Way Big. "Or flood the lands," recalling Ben's Water Hazard form.

Natsu clenched his teeth as his balled fists shook. He, along with the rest of the gang, hated to admit it but with the power Vilgax now possessed, he could truly be invincible. How could anyone stand against a being with so much power? The answer came in the form of a certain green jacket-clad teen.

"Not what I had in mind." Ben conceded, turning back to Vilgax.

The conqueror glared at him skeptically. "You're going to try a hero's challenge? Fight me one-on-one for the Earth? Somehow…trick me into giving up the Omnitrix so you can save the day?" He mocked.

"Nope. You're going to give me the Omnitrix under your own free will." Ben replied nonchalantly.

"And why would I do that?"

"So you don't blow up." retorted Ben. "Omnitrix, Command Function Override, Code: 10."

"Override accepted. Voice Command activated." The Omnitrix blinked.

Vilgax's expression contorted in confusion. "What are you-"

"Omnitrix," continued Ben, "self-destruct in thirty seconds. Command code 0-0-0-destruct-0"

"Self-destruct Sequence completed and engaged. Detonation in t-minus thirty seconds"

"WHAT?!" the Ultimate Team shrieked.

"He's going to destroy his watch?!" Natsu shouted, shocked.

"That's insane!" Gray added, incredulous.

"The situation was bleak." Ben's subconscious justified. "Vilgax would obviously have never given up the Omnitrix. The only alternative was to destroy it to ensure Vilgax could not use it."

Erza nodded in agreement.

"Yeah, that does make sense." Lucy admitted. "But still…"

"I wonder how much damage it could do?" wondered Natsu.

Meanwhile, Vilgax looked at the Omnitrix questioningly. "If the Omnitrix were to self-destruct it would destroy the entire universe." He stated, skeptical of his archenemy's actions.

"You were saying, flame-brain." Gray glared at the pink-haired wizard.

Ben grinned cockily. "It would if I let the charge build up for a few days. But for you, I'm only giving you thirty seconds."

"Detonation in t-minus twenty seconds" The Omnitrix voiced.

"My bad, twenty seconds" the green-eyed teen corrected before he resumed his serious expression. "Take off the Omnitrix or it's gonna blow."

"You're bluffing." dismissed Vilgax, activating the Omnitrix and slamming the core down.

In a green flash, the army of bioids transformed into… "Swampfire!"… and converged around Alien Force.

"Destroy him!" Vilgax commanded.

The mindless Swampfires ignited their palms with methane fire and prepared to attack until the monotonous voice of the Omnitrix announced, "Detonation in t-minus ten seconds" The bioids paused and looked at their master.

Vilgax started to become slightly wary as the Omnitrix proceeded to countdown while Ben merely stared at the conqueror with a stone-faced look. The Fairy Tail gang continued to watch and see what happened next.

"5…4…3…2…1…" Suddenly, the Omnitrix illuminated very brightly, causing Vilgax's mouth to drop.

In a burst of emerald light, the device exploded and sent Vilgax careening back with a trail of green smoke in his wake. When the green smoke settled, the Ultimate Team could see Ben's group standing completely unharmed behind a pink energy shield that was summoned by Gwen. As soon as she lowered it, Ben sprinted off toward the fallen Vilgax.

"Whoa…" Happy murmured, "he really did blow up his watch."

"Of course he did!" Azmuth scoffed. "Did you think I was lying?"

"Well no…it's just…" the blue cat stuttered.

Erza remained silent as she watched Ben keenly. He kneeled down by an unconscious Vilgax and grabbed the Omnitrix, or the few pieces that remained.

"It's completely destroyed." The knight stated plainly.

"That means all of Ben's transformations and powers are gone too." Happy added.

"I can't believe he was willing to sacrifice his powers." Lucy said. "It would be like a wizard losing their magic."

"It was a high price to pay." admitted the subconscious manifestation. "But it was the only way."

Without warning, the sounds of painful yelling caught the team's focus. They turned to see a mutated Kevin lying on the floor, recoiling in pain. Gwen had his head in her lap and gently held it, her eyes filled with concern.

"What's wrong with him?" Gray asked.

Green light shined off of Kevin as his rocky body transformed back into normal human skin.

"Hey! His body's not made of rocks anymore." Natsu said, confused.

"But how?" Lucy inquired with interest.

"The Omnitrix had been keeping Kevin's body in that mutated state ever since Ben had tampered with it months prior. Once it was destroyed, its effects on him immediately disappeared." Azmuth answered.

"I bet you're pretty relieved, huh Gray?" Happy chirped.

The ice wizard quirked a brow in confusion, and said, "What are you talking about?"

"Because for once you're not the only one in your underwear," Happy snickered.

Gray looked down to see he had stripped into his boxers once more. "Dammit!" He cursed, fumbling around for his scattered clothing. "Why does this keep happening?!"

Lucy sighed while Natsu laughed at the ice-make wizard's misfortune. "Typical" the former muttered.

The Osmosian groaned lowly, his eyes squinted. "I've got a headache like you wouldn't beli-" He stopped when he noticed Ben, Gwen, and Max all smiling at him. "What?"

"You're human again." Gwen smiled.

Kevin paused as he looked at his body in amazement.

"It must've been the Omnitrix keeping you in that form." Max realized. "Once it was destroyed…"

"I'm normal?" Kevin grinned.

"Let me show you." Gwen caressed his face and gently pulled him in for a kiss.

"That was a nice little moment. Why'd they have to do that?" groaned Ben.

"Yeah, why?" Natsu complained.

Gwen pulled away and replied, "Victory kiss"

"Relax Natsu it's just a kiss. No big deal." Lucy said matter-of-factly.

"Seriously, you're acting like a child, matchstick." Gray mocked.

"Shut it, ice-prick! You've got no room to talk." The pyromaniac countered heatedly.

"Natsu…Gray…" Erza growled, a steady stream of malicious energy wafting off her body.

"Nothing's wrong!" Natsu and Gray answered happily, hugging each other in buddy-buddy fashion. "We're just two good friends paling around."

"Hmm…" Ben's subconscious observed with interest. 'I must learn how she does that. It could prove useful in the future.' He then lowered his head and added grimly, 'if there is a future…'

"So, I guess with the Omnitrix destroyed, this battle is over." said Gray, letting go of Natsu.

"Wrong," Azmuth retorted.

"Premature!" Vilgax's voice boomed across the room. He returned to his feet, holding his aching right wrist. "You haven't yet won."

"Geez, doesn't this guy ever give up?" Natsu remarked, annoyed.

"Seriously," Gray agreed.

Even without his powers, Ben took a few steps toward Vilgax while standing tall and unafraid. "You don't have the Omnitrix and your bioids are lawn sculptures. Face it, you're finished!"

"I am still Vilgax! Conqueror of Ten Worlds!" Vilgax roared, rearing back his fist.

Ben closed his eyes and awaited the life-ending punch, but it never came. He peaked his eyes open to see that Kevin, whose body was coated in dark green metal, had caught Vilgax's oversized fist.

"Guess who got his old powers back." Kevin smirked. He then jumped up and delivered a nasty right hook into Vilgax's face, sending him flying back and landing on his stomach.

"Nice shot!" Natsu grinned.

"Aye!" Happy chimed.

However, the green-skinned gladiator did not stay down for long. He grabbed onto a computer terminal and shakily pulled himself up. "NO! I won't lose to you children! Not again!" he spat furiously, typing rapidly on the alien keyboard.

Without hesitation, Max aimed and fired a concentrated energy beam at Vilgax. The conqueror swiftly deployed his shield and blocked the ray. "Too late, Tennyson! Our course is already set." He slammed his hand into the controls, causing the ruined electronics to throw off flickers of sparks and smoke.

"What did you do?" Max demanded.

"I can't conquer the Earth today, but I can punish you!" Vilgax grinned maliciously. "The ship is locked on a collision course with Bellwood."

"This ship has a fusion drive!" Gwen said worriedly. "When it hits-"

"- the explosion will destroy our hometown! And everything else for a hundred miles." Kevin concluded.

The Ultimate Team gasped in shock and horror from this information.

"No way…" stammered Lucy. "All those people…"

Natsu clenched his fists and snarled, "Man…this squid guy's really pissing me off!"

"He's willing to kill thousands just to get back at Ben?!" Erza yelled, outraged.

"Auxiliary control." Ben said calmly. "We can guide the ship away."

"Perhaps…" Vilgax then pulled out his sword, which was bathed in flames. "But first you'll have to get by me!"

"I'm good with that." Kevin replied.

"Me too!" Max agreed.

With that, Max and Kevin charged forward while Gwen lit up her hands with mana. The retired Plumber held up his high-tech gun and fired a couple energy blasts, which Vilgax easily deflected with his sword. Gwen hurled a few mana disks at Vilgax, who deployed his shield and blocked them.

Kevin lunged at the green warrior, but he slammed his golden shield into the Osmosian and sent him careening back into Max.

"Oh no! They're getting their butts kicked." Happy fretted.

"Without Ben's powers, I'm not sure they can defeat Vilgax." Erza said grimly.

"But they had to have beaten him!" Lucy argued. "I mean, wouldn't Ben and the others be dead if they hadn't?!"

"Ben never mentioned his hometown getting destroyed," Gray pointed out.

"Erza is right." Azmuth said calmly. "As they are now, Vilgax can't be stopped. But Ben is about to correct that situation."

The team looked at the toad-man, who continued to sit on Happy's head, with curious expressions. He simply turned and pointed behind him. The wizards and cat followed his gaze to see Ben taking a red gauntlet-like device from his doppelgänger, Albedo, and placing it on his left arm.

"That's the Ultimatrix." Erza stated.

Azmuth simply nodded.

"It looks bulkier than the watch Ben has now." Happy noted.

"Yes, but it has a certain feature that the original Omnitrix didn't." the manifestation responded.

"Which is?" Gray inquired.

"Hmph…" he smirked, "I'll let you figure that one out."

As soon as Ben began fiddling with the dial, the Ultimatrix's color scheme changed from red to green; his signature color. Albedo quickly made a break for it and dashed away from the scene. Ben, meanwhile, activated his new watch, selected an alien, and slapped down the dial.

The flood of emerald light caused the ensuing battle to pause.

"Swampfire!"

Gwen was on the floor and was almost impaled by Vilgax's mighty sword until the bright green flash caught his attention.

"Green eyes? Ben?" Gwen questioned.

"Tennyson!" growled Vilgax.

"Miss me?" Swampfire extended his arms and fired a dense stream of flames. Vilgax held up his sword to block them, but the force of the attack pushed him back. Swampfire sprinted forward with his fist reared back and jumped up to deliver a powerful blow into the conqueror's face. The green warrior went flying back and crashed into a terminal before falling to the floor.

Natsu and Gray both smiled widely.

"Awesome! I wanna see more!" Natsu said zealously.

"Yeah! That bastard deserves a good beating!" Gray added.

"Aye!" Happy agreed, holding up his paw.

Swampfire glanced back to Gwen and ordered, "You and grandpa get to the control room and turn this ship around." He then turned toward Kevin. "I'm gonna need some help, Kevin. Got my back?"

"We got each other's." Kevin responded, punching his open palm.

Swampfire reached up to his shoulders, pulled off several seed pods, and tossed them at Vilgax's feet. Suddenly, green vines sprouted from the floor and wrapped around his body. The squid-faced warrior struggled against the tendrils, but they proved to be very strong.

Kevin hopped up and sent several punches into Vilgax's face, his head whipping back after each strike. He stopped momentarily, only to see Vilgax's crimson eyes glow brighter.

"Uh oh"

A couple red lasers shot out of Vilgax's eyes and into Kevin, sending him flying back. Swampfire attempted to charge the entangled warrior but was too slow to react as Vilgax fired his eye beams into the Methanosian's chest, hurling him backwards.

Vilgax directed his laser vision at the vines and promptly cut them into tiny pieces. "Free!" He exclaimed, extending his arms out.

All of a sudden, the ship began to shake and caused the group to stumble. Happy nearly lost his grip on Natsu but managed to keep him airborne to prevent him from getting motion sick. The gang looked out the window to see flames forming outside as the Earth grew bigger.

"The ship's already entering the atmosphere. There isn't much time left." Erza said.

"Oh no, all of this is so nerve-racking!" whined Lucy, yelping as she nearly lost her footing.

A few drops of sweat rolled down Natsu's face as he nervously looked at the shaking floor a few feet below. "Please, Happy…for the love of Mavis don't drop me!" he pleaded.

"I'll try not to, Natsu." Happy assured.

'I swear…' Ben's subconscious groaned irritably 'How is it that such a strong fighter like Natsu is crippled by vehicular transportation?'

An audible smack regained their attention. They turned to see Swampfire careening back into a wall. He stood back up, but Vilgax ran over and delivered a couple punches that sent him into the ceiling and then flying across the room. He smashed into a circuit panel with a loud crash, wires exposed and sparking as the Methanosian fell limp.

"BEN!" Erza exclaimed. She withdrew a sword out of reflex, despite knowing it was a memory.

"You're losing, Tennyson." Vilgax remarked, watching as Ben collected his senses.

"Maybe so, but the new rig comes with some extras." Swampfire grinned as he slapped his hand on the Ultimatrix dial. Four spikes then popped out of the dial and another green light engulfed his body. When the flash vanished, he had now turned into… "Ultimate Swampfire!"

Erza turned to Azmuth and said, "So that's the unique feature you mentioned that the Ultimatrix had: his Ultimate Forms."

The subconscious manifestation nodded. "Indeed, and it certainly proved to be a huge help for Ben from this moment forward."

Erza nodded in agreement. She recalled when Ben had changed into Ultimate Chromastone to teleport her and Natsu to a safe distance while he remained behind to absorb the Tower of Heaven's rampant magical energy.

Without restraint, Vilgax charged straight at Ultimate Swampfire. The hyper-evolved Methanosian remained still and when his opponent got within range, he unleashed an enormous torrent of azure flames upon Vilgax.

When the smoke settled, the green-skinned gladiator was on all fours and glaring daggers at Ben's new form.

"What do yah say, Vilgy? Round Two?" He teased in a mocking tone.

Suddenly, the ship began to shake more violently. Lucy yelped and fell on her butt while the others struggled to maintain their footing. Erza glanced out the window to see that the ship was getting closer and closer to impact.

Due to the sudden shaking, Happy accidentally lost his grip on Natsu's vest. "Uh oh"

"NO!" Natsu cried with anime tears as he hit the floor. Instantaneously, his face turned green and nausea overwhelmed him.

"Sorry Natsu…" Happy apologized with a weak smile.

The Dragon Slayer merely groaned in response.

"You're pathetic, Natsu." Gray grumbled indignantly.

The ship began to shake harder and faster as it drew nearer to the surface. Lucy once again fell to the floor while Erza and Gray struggled to keep their footing. Natsu's nausea intensified as a result.

Meanwhile, Ultimate Swampfire shot a plasma ball at Vilgax, which broke off into several smaller projectiles. The explosions created a thick, cobalt cloud that temporarily subdued the conqueror as he fell limp.

Ultimate Swampfire was about to resume his attack when Gwen's voice boomed over the intercom.

"All hands, we're about to make an emergency landing! Abandon ship! Repeat, all hands abandon ship!"

Ben cocked a brow quizzically from Gwen's announcement. His short moment of distraction allowed Vilgax to regain his bearings and slam his fists into Ultimate Swampfire's back.

"Ugh," Natsu groaned in agony, "a moving ship AND water? Oh no…I'm losing it…"

Finally, Natsu lurched over and vomited molten lava on the floor.

"AHH! Careful with that!" Lucy screeched; jumping away from the pink-haired pyromaniac so her clothes wouldn't catch fire.

At that moment, the ship collided with the ocean with colossal force. Ultimate Swampfire, Vilgax, and Kevin were flung through the air and slammed into the opposite wall. However, the Ultimate Team remained where they stood since the events transpiring couldn't affect them directly. Natsu's motion sickness, of course, was the exception.

The Fairy Tail gang, excluding Natsu, stared out the window in distress. The ship was sinking into the dark abyss of the ocean very fast. They became even further alarmed when the bulkheads buckled and a flood of water started pouring into the vessel due to the extreme water pressure outside. The water was already ankle-deep and rising.

"Uh oh," dreaded Lucy, "this isn't good."

"We're gonna drown!" Natsu exclaimed, standing straight up in panic.

"You're not sick anymore!" cried the blonde.

"It's a miracle…" Gray muttered.

"Only Natsu's fear of drowning could overwhelm his motion sickness." Happy commented.

Azmuth sighed and rubbed his head. "Happy, could you please pick up Natsu so he doesn't get motion sick again?"

"Aye, sir!" Happy smiled as he lifted Natsu off the floor again.

"And don't drop me this time!" Natsu yelled.

A loud smack recaptured the gang's attention as Ultimate Swampfire took a hit from Vilgax and landed by Kevin. The armored teen was soon revived after being knocked out during the crash by seawater splashing in his face.

He steadily returned to his feet and turned to Ben. "We're taking on a lot of water."

Ultimate Swampfire stood back up and clenched his wooden fists. "Get Gwen and Grandpa and go! I'll handle Vilgax."

'That man sure knows how to take charge in a situation.' Erza mused, remembering how he had stood up to her on Galuna Island.

"Fire's not so useful," Vilgax's raspy voice spat, "now that we're in my element!"

"A sinking ship is your 'element'?" Ultimate Swampfire said, feigning surprise. "That explains so much."

Erza groaned and pinched her temples. "If I didn't know Ben better, I'd find this hard to believe, but unfortunately he's always like this." She commented.

"Ahem!" Azmuth cleared his throat. "I AM technically a part of Ben."

The scene continued to play out, the glass of the nearby viewport beginning to crack.

"Joke while you can," Vilgax snapped with a sickening smile. "Now you face the TRUE form of Vilgax!"

His eyes glowed red before he turned and fired his eyes beams at the window, instantly shattering it and causing the room to flood. Ultimate Swampfire tried to run away but was quickly tripped up by the surge of seawater. Despite all of this though, Vilgax was calm and confident.

The Fairy Tail members panicked slightly before realizing that they remained dry and could still breathe.

"Whoa…this is…" Gray trailed off, waving his hand through the water.

"SO COOL!" Natsu shouted, exhaling a torrent of flames underwater.

As the ship plunged deeper into the ocean, the light began to decrease drastically. But the Ultimate Team was still able to make out what was happening. In a dark corner of the ship, they witnessed something horrible. Vilgax's armor fell off and his body transformed into a large squid-like monster.

This was Vilgax's true form.

"FISH!" Happy cried out in ecstasy, drooling at the sight of the sea creature.

"That is no fish!" Lucy screamed in disbelief.

Erza's eyes widened as she clenched her teeth, horrified by the sight of the green squid monster. "This is Vilgax's true form?" she stuttered. "It's positively revolting and terrifying."

"And being underwater…not good for Ben." Gray grimaced.

"It gets worse." Azmuth remarked dryly.

"How can it-" Erza was cut off when Vilgax wrapped his tentacles around Ultimate Swampfire, who stared at his archenemy's new form in shock. He stuffed the evolved Methanosian into his huge, tooth-lined mouth; however, Ben had managed to tap the Ultimatrix dial a second before being eaten.

"AHHHH!" Happy screamed in terror. "THE FISH ATE BEN!"

"It's a SQUID!" Lucy screamed. "How many times do we have to explain-"

Suddenly, a bright white light exploded from the darkness, blinding everyone. When their vision returned, they found themselves standing on the ocean surface! Ahead of them was Gwen, Kevin, and Max in a pink energy half-dome being used as a raft. An enormous column of smoke and steam billowed far ahead and mushroomed into the sky.

"What happened?" Erza asked Ben's subconscious.

"The fusion core of Vilgax's ship exploded when it crashed into the bottom of the sea." Azmuth replied.

"But where's Ben? I don't see him anywhere." Gray mentioned, looking around and not seeing any signs of the shape-shifting teen.

Then, without warning, Jetray blasted out of the water and soared into the air.

"Oh…never mind." The ice wizard said.

"Ben!" Max called out. "Over here!"

Jetray flew over to the trio and changed back as soon as he set foot on the mana-raft.

"New watch is going take some getting used to." Ben remarked, glancing at the Ultimatrix.

Max smiled proudly at his grandson. Ben smiled back and hugged his grandfather. Gwen hugged Ben from behind, and even Kevin joined in on the group hug.

The Ultimate Team watched the scene with smiles, thankful that despite the odds, things had worked out in the end.

After a moment, the group hug ended and Ben and Gwen looked at the onyx-haired teen with knowing smiles.

"Uh…" a sheepish look crossed Kevin's face, "good to see yah, man."

"What happened to Vilgax?" Gwen asked.

"I didn't see him get out, but he's survived worse." Ben replied.

"He could come back." Kevin warned.

"If he ever does, it's Hero time!"

The scene began to fade away into inky blackness, signaling the end of the memory.

Erza let out a deep relieved sigh. "Well…I'm glad that everything turned out good in the end."

"I'll say." Lucy said with a sheepish smile. "That was one crazy memory."

"Vilgax still survived." Azmuth casually inserted.

Suddenly, the group face-faulted before they jumped back up and looked at the subconscious manifestation incredulously.

"WHAT?!" the Fairy Tail group shouted.

"Are you serious?" Lucy freaked out.

"How many exploding ships does it take to stop this guy?" Natsu said.

"Apparently not enough," Azmuth deadpanned.

All of a sudden, the blank void around the group began to warp. Within moments, the Ultimate Team was now standing in a new setting; although, 'new' may not be the correct word since they were back in the middle of Bellwood's City Park.

"Huh…?" Natsu uttered. "Hey! What's goin' on!?"

The rest of the gang glanced around in confusion.

"Yeah, why are we back here?" Gray asked.

"Could it be another memory?" Lucy wondered.

Erza shook her head and claimed, "I doubt we would see another memory in the same place twice."

"Besides, whenever we go to another memory we have to pass through those glowing spheres." Gray added.

"And usually when we fight the Entrapment's manifestations storm clouds appear around us." The scarlet-haired knight included.

The Ultimate Team turned to Azmuth, who was now standing on the ground in front of them. He glanced around at the scene with an uneasy expression.

"Oh no," he dreaded, "I'm afraid that the Entrapment is adapting to you."

The Fairy Tail group looked at the small avatar attentively.

"Adapting? You mean…the spell is learning?" Erza queried, her eyes widening in surprise.

The subconscious manifestation nodded. "Yes. It won't be long before it eventually figures out how to defeat all of you."

"Where did that come from? We ain't gonna lose!" Natsu affirmed strongly, stomping his foot for emphasis.

"We said we would save Ben and that's what we're gonna do." Gray declared.

"Aye," Happy chimed.

Erza and Lucy simply nodded in agreement with determined stares.

Azmuth, however, shook his head with a less-than-convinced look. "Your tenacity, though admirable, can only get you so far." He then turned away.

"What are you talking about?" Natsu demanded angrily. "We've done pretty good so far, haven't we?!"

"We've beaten all the constructs the Entrapment sent at us." Gray added, backing up his rival for once.

"Yes, you have." Azmuth turned back to them with a serious expression. "But if you thought Ghostfreak and the Highbreed were tough, then you're all in for a rude awakening. Ben has faced much stronger adversaries than them."

The group slightly paled at this revelation, excluding a certain fire wizard.

"Bring it on!" Natsu exclaimed, open to the challenge. "I'm always up for fighting stronger opponents."

Azmuth lowered his head and closed his eyes. 'They have no idea. The Ghostfreak and Highbreed avatars were the least of their worries. They haven't faced off against some of Ben's stronger foes. I can only hope the Entrapment doesn't send him. These wizards wouldn't stand a chance against that kind of power.'

The avatar's eyes opened as he sensed an invasive force. "I would recommend you evacuate the general area." he suggested.

"Why?" the Dragon Slayer inquired dumbly.

The Galvan answered by looking up. They followed his gaze and were shocked by the massive fireball plummeting straight toward the park.

"Crap!" Natsu panicked.

"Well…please try and stay alive." With that, Ben's subconscious mind vanished and left the team alone to face their new challenge.

"What?!" the team shouted in unison.

The fireball smashed into the ground with tremendous force, throwing up tons of smoke and debris into the air. In contrast to the memory they had witnessed earlier, the team cried out as they were sent careening back by the explosion.

Natsu and Gray both fell on their heads hard. Happy managed to catch Lucy in mid-air while Erza skillfully collected her bearings and landed on her feet.

As the blue cat set the blonde-haired wizard back on the ground safely, she said, "Thanks for catching me, Happy."

"Ugh…" Happy groaned, "you're so heavy, Lucy! You should really go on a diet."

"SHUT UP, YAH FLEA BAG!" Lucy yelled, her temple veins throbbing madly

"Is everyone okay?" Erza asked.

The Dragon Slayer and Ice-Make wizard moaned painfully as they steadily stood up, stars and yellow tweedy birds dancing around their heads.

"Define…okay," the raven-haired teen remarked.

"I see stars" Natsu slurred incoherently.

"What was that? A meteor?" Lucy guessed.

Erza narrowed her eyes at the billowing crater that was made from the impact. "I wish." She replied. "This is much worse."

Erza's fears were answered as an intimidating figure stepped out of the blaze. To the Ultimate Team's shock and dismay, it was none other than the Conqueror of Ten Worlds and Ben's archenemy, Vilgax. The Entrapment manifestation glared at the group as its black lips sunk into a frown.

"Fairy Tail wizards, I've come to end your quest along with your lives." A sneer crossed Vilgax's face as he continued, "Is this a bad time?"

The reactions amongst the team were mixed. Natsu was stunned at first, but a roguish grin soon grew across his face.

"Alright!" Natsu yelled excitedly. "I was hoping I'd get the chance to fight this guy."

"WHAT?!" Lucy and Happy screamed, dumbfounded.

Erza glared at the squid-faced alien and replied, "You were hoping for a chance to fight him too, Natsu? Well, it seems you're going to get that chance."

Gray scoffed as he threw his shirt to the ground. "If Ben could beat this guy when he was ten, we'll handle him no problem." He stated confidently.

"I wouldn't be so sure, Gray." Erza countered. "Did you forget that this Vilgax nearly killed Ben on several occasions and he has the power of ten heroes flowing through him?"

Gray paled slightly when reminded of that fact.

"You should listen to the girl. She knows true power when she sees it." Vilgax boasted. His malicious grin then shifted into a frown. "Now, are you wizards ready to die?"

Natsu's impish smirk intensified as he ignited his right fist in flames. "You're pretty good at talking about yourself. Let's see how you handle my fist!" He crouched down and launched himself straight at Vilgax.

"Natsu, DON'T!" Erza yelled.

The pyromaniac ignored the redhead's warning as he reared back his flaming fist. "Fire Dragon Iron Fist!"

Vilgax didn't flinch and merely frowned at the incoming attack. When Natsu came within range, he swiftly deployed the Shield of Ziegel and rammed it into him. All the momentum the Dragon Slayer had gained was instantly lost as he was sent careening back. He would've crashed into a tree if Happy hadn't flown in and scooped him up.

"Whoa," Natsu grimaced from the blow, "thanks for the save, Happy."

"Aye, sir." Happy chirped.

"Now, let's try this again. Full speed ahead!"

"Aye," With that, the blue cat accelerated forward at top speed. Happy let go of Natsu midway and the latter ignited his body with scorching hot flames.

"Fire Dragon Sword Horn!" roared Natsu, plummeting to Vilgax like a comet.

Vilgax smirked and began to inhale deeply. Without warning, he exhaled a powerful gust of wind upon Natsu, who was stunned to say the least. He tried forcing his way through the cyclone, but it proved too much. He and Happy cried out as they were both blown high into the sky and disappeared behind the skyscrapers.

"Natsu!" Lucy cried, worried. "Happy!"

"What the hell?!" Gray exclaimed, surprised. "I don't remember seeing him do that in Ben's fights."

"He didn't." Erza clenched her fists in vexation. "Which means there must be other abilities he has that we're not aware of."

"Great," the ice wizard groaned. "Like this wasn't bad enough already."

"Would anyone else like to try?" Vilgax jeered. "But I must warn you; unlike the other constructs you fought…I will not be so merciful."

Lucy shuddered for a moment before she regained her senses and stood strong.

"Gray, Lucy," Erza called out as she re-quipped into her Flight Armor. "We attack him together. As Natsu demonstrated, a one-on-one fight will not work on this fiend."

Gray and Lucy nodded in agreement.

"Ready…GO!" the trio charged into action.

Erza dashed forward with incredible speed and swiped her twin blades at Vilgax, but he held up his shield to block her attacks. Whenever she tried to maneuver around the shield, it simply expanded. Though she was not inflicting any damage whatsoever, she managed to keep the Vilgax construct distracted long enough for Gray to prep his attack.

"Ice-Make: Floor!" He slammed his fists into the ground, causing it to instantaneously freeze over. Vilgax paused as his legs were encased in a thick layer of ice.

Lucy pulled out a golden key and yelled, "Open, Gate of the Maiden: Virgo!"

With the sound of a bell, Virgo appeared in a puff of smoke and bowed before her master. "Princess, did you wish to punish me?"

"We don't have time for this. Chain him up!" She pointed at Vilgax.

"Very well," In a flash, the pink-haired maiden disappeared into the ground.

Suddenly, two chains shot out of the earth and wrapped around the conqueror's wrists and pulled tightly. Then, rocks slabs burst forth and molded around Vilgax's already ice-covered legs.

Virgo reappeared by Lucy and bowed courteously. "Princess, I took the liberty of trapping his legs in rock to reinforce your friend's ice. Does this please you?"

"Yes," the Celestial wizard smiled, "great job!"

"Now that you're restrained," frowned Erza, "it'll be easier to do this."

The Vilgax manifestation glared daggers at the Fairy Queen through its purple, malevolent eyes.

"Sonic Claw!" In a burst of speed, Erza slashed her blades at the restrained Vilgax from every direction.

The conqueror gritted his teeth not from pain, but from annoyance. When she finished her attack, she levitated in the air with her twin blades crossed in front of her, charging them up with blue energy.

"Sonic Slash!" Erza rocketed forward in a flash and sliced her blades across Vilgax's chest-plate, releasing a surge of magical energy that broke him free from the ice and rock casing around his legs and hurling his body backwards.

"My turn, Ice-Make: Ice Cannon!" Gray created a large ice-bazooka and fired several icy cannonballs.

The frozen projectiles struck Vilgax in the abdomen and sent him careening back further until he crashed into a big water fountain in the middle of the park. A cloud of dust was thrown up as the fountain was reduced to rubble.

The three wizards and celestial spirit trained their eyes on the dust cloud, waiting for any sign of movement.

"Did we get him?" Lucy asked hesitantly.

Not a moment later, Vilgax walked out of the dust and into view, virtually unscathed. He dusted a bit of rock off his left shoulder and glared at the wizards and celestial spirit. "Hardly" he spat, answering Lucy's question.

Lucy and Gray's eyes widened from shock while Erza clenched her teeth in irritation.

"Are you kidding?!" Gray barked. "There's not a scratch on him!"

"I feared that would be the case." Erza admitted begrudgingly. "This is Ben's archenemy, after all."

"Yes," said Vilgax, "which means defeating you will hardly be a challenge."

He held up his right arm and fired the Ruby Ray of Ulo straight at Gray. The onyx-haired teen's eyes widened in horror, knowing there was no way he could dodge the beam in time. Thanks to her Flight Armor's abilities, Erza reacted quickly and dashed toward Gray, picked him up, and sprinted away.

The ground exploded where Gray had been standing, throwing up a billow of dirt and smoke. Erza instantly appeared by Lucy and Virgo, startling the former. The Ice-Make wizard looked over to where he had been and paled from seeing a ten-foot deep crater, knowing he would've surely died if he had been hit by that blast.

"Thanks, Erza." He said gratefully.

"No need." smirked Erza. "Any of you would've done the same for me."

Vilgax focused his gaze on the redheaded knight and said, "You're pretty fast, girl. But are you faster than this?"

A pair of crimson energy beams shot out of Vilgax's eyes. Erza quickly pushed Gray out of the way and dashed to the right. To her shock, the beams took a sharp angle and followed her!

'What?!' Erza shouted inwardly, alarmed. 'How is that possible?!'

Erza increased her speed drastically and made sharp turns around a patch of trees. However, the red beams zigzagged around or cut through the trees like a knife through butter, continuing to pursue the redhead. She glanced back to see the rays were quickly catching up to her. Knowing that she couldn't outrun them, the Fairy Queen turned her body around while still moving fast and attempted to deflect the blasts with her swords.

Shockingly, the beams broke through Erza's twin swords and struck her. A high-pitched scream tore out of Erza's throat as she was assaulted with a burning energy that filled her body with excruciating pain. She then collapsed to the ground unconscious, a little smoke wafting off of her body.

"ERZA!" Gray and Lucy panicked.

Gray's mouth gaped in shock from the zigzagging beams and the fact that Erza had been taken down. He clenched his fists and turned to Vilgax with an enraged expression.

"BASTARD!" the ice wizard yelled.

Without thinking, Gray charged straight at the behemoth. "Ice-Make: Cold Excalibur!" an extremely large icy broadsword popped out of his magic circle as he reared back and diagonally slashed across Vilgax's chest. Giant spikes of ice suddenly emerged around the manifestation in the wake of the mighty ice sword's slash.

Gray landed on his feet and focused on the mass of icy spikes. It was eerily calm for a moment until a flash of red could be seen in the ice. Suddenly, a crimson energy blast shattered the ice into tiny pieces. Vilgax stepped out with a very minor cut on his armor, but he was unfazed by the attack.

The ice wizard's expression was plastered with shocked dismay. 'There's no way.' He thought apprehensively. 'That was one of my most powerful spells and it didn't even faze him!'

Vilgax snorted, unimpressed. "You call that a sword?" He unsheathed the large broadsword from his back and held it up, flames coursing around the blade. "This is a sword."

The gladiator reared back his blade and prepared to slice Gray in half. He snapped out of his panic and was about to dive out of the way until he was suddenly pulled underground. Vilgax slashed the ground, throwing up dirt and fire into the air.

On the other side of the field, Gray popped out of the ground by Lucy with Virgo holding his shoulder. The pink-haired maiden had saved the Ice-Make wizard just in time.

"Thanks Virgo," thanked Gray. "You really saved my butt there."

"Yeah, great work, Virgo." Lucy praised.

"It was my pleasure." Virgo smiled.

A fearsome battle cry startled the trio as Vilgax charged at them like a raging bull. Virgo quickly disappeared into the earth. Without warning, a pair of chains sprouted beneath Vilgax's waist and pulled him into the ground.

Lucy and Gray stared at the ground for a moment, the tension becoming palpable. How would the celestial spirit fare against such a monster?

"You think she-"

A loud crash interrupted Lucy's thought as Virgo was sent hurling into the sky. Her maid outfit was in tatters and numerous bruises covered her body. Suddenly, a pair of red beams fired from the ground and hit the celestial spirit dead on. She disappeared in a flash, returning to the Spirit World.

"VIRGO!" Lucy cried out in horror.

Vilgax soared out of the hole and levitated in the air, staring down at the two standing wizards with a scowl.

"Pitiful" Vilgax muttered.

Lucy trembled in fear while Gray glared up at the gladiator; however, inside his bones were quaking.

'This is insane.' Gray mused, a sweat drops falling down his face. 'This guy's a monster; even more so than Jose.'

"I was hoping I could draw the battle out by holding back, but I can see that idea was a waste of time." proclaimed Vilgax. "I'll just end this now."

As he lifted his right arm, Gray's eyes widened in panic. "LUCY!" He quickly grabbed a hold of the blonde girl. "Ice-Make: Springs!" a pair of three-foot-long icy coils sprouted out from the soles of Gray's shoes. The exact moment Vilgax fired the Ruby Ray of Ulo, Gray crouched down with Lucy in his arms and vaulted away.

The spot where Gray and Lucy had been standing erupted into an explosion of rock and dirt. Though they had escaped the blast, the shockwave hit the two wizards hard and sent them crashing back to the ground. They rolled across the field and came to a stop, lying face down.

Gray clenched his teeth, fighting through the pain blaring through his body. He braced himself and shakily arose to his hands and knees. He glanced over to Lucy to see if she was alright. The blonde wizard groaned as she picked herself up, her clothes ripped in several places and her body sporting a few bruises from the landing. He was in no better shape than her.

"Gray…you all right…?" Lucy asked weakly.

"Ugh…yeah…" he groaned.

Vilgax descended from the air and landed back on the ground, standing about thirty yards away from the two battered Fairy Tail wizards. A wicked sneer spread across his ugly mug. "Don't feel too down. You lasted longer than I thought." He held up his right arm and fired another ruby ray.

Without a moment's hesitation, Gray stood up in front of his teammate and widened his stance. "Ice-Make: SHEILD!" He exclaimed, summoning a large, fan-shaped barrier in front of him.

The icy shield stood strong against the crimson beam for a short moment until it cracked and promptly shattered. Gray cried out in anguish as he was blasted off his feet. He went careening back a few meters before coming to a stop on his back, a light haze of smoke wafting off his body.

"Oh no…GRAY!" Lucy screamed in aghast.

"Four down," Vilgax turned his sights on Lucy, a vicious grin spreading across his face. "One more to go."

Lucy stood petrified with wide frightful eyes. She wanted to reach for her keys, but her body would not respond. 'He…he just took down our team's strongest easily. W-what chance do I have?' she thought in despair.

A groan emanated from Erza's throat as she started to come to. She slowly opened her eyes to see a blurry image of green. When her vision refocused, Erza realized she was staring at the grass. The scarlet-haired knight then remembered the fight with the Vilgax construct and that she had been struck by those zigzagging energy beams.

Suddenly, a loud cry caught Erza's full attention. She turned to the source of the cry, only to see a red energy ray blast through Gray's ice shield and hit him.

"Gray!" Erza shouted, wide-eyed.

The Fairy Queen mustered up her strength and rose to her knees, and then returned to her feet. Her knees quaked as she tried to regain her bearings. Her expression contorted in anger and determination.

"Re-quip!" In a flash of golden-white light, Erza was now clad in her Giant Armor. A red magical circle appeared in front of her right hand as she summoned the Spear of Ha-Ja.

Erza widened her stance and reared the spear back to its acme; a yellow gem on her throwing arm glowing brighter as it gathered magical energy.

"HY-AH!" Erza threw the gold and blue spear at its maximum speed, a twin jet of flames shooting from its end like a rocket.

Vilgax unsheathed his sword and reared it over her head, preparing to bring it down on a terrified Lucy. However, the Entrapment manifestation was taken off guard when the Spear of Ha-Ja rammed into his side, sending him flying back into a patch of trees across the park.

The Celestial Spirit wizard blinked a couple times, returning to her senses. She began to tremble in anxiety when the full weight of what had just been avoided hit her. 'I…I almost died…'

She turned to where the spear had come from and was greatly relieved to see Erza back on her feet.

"Erza!" she yelled as the redheaded knight ran over to her. "Are you alright?"

"I'm fine." Erza assured.

Lucy and Erza then turned their gaze to Gray, who was still lying on the ground unconscious. They both ran to his side with Lucy kneeling on his right and Erza standing over him. His body was bruised and there were several burns across his chest and torso. His pants were in tatters and barely holding on; not that it mattered since he eventually stripped out of them anyways.

"Gray…can you hear me?" Lucy said softly, her voice filled with concern.

The wounded ice wizard was silent for a moment until he let out a moan. His eyelids began to open as he returned to consciousness. When his sight refocused, the first thing he saw was Erza and Lucy looking down at him with worried looks.

"Ugh…" he groaned, "what'd I miss?"

"Are you okay, Gray? You look pretty banged up." Lucy said worriedly.

The onyx-haired wizard steadily sat up from the ground with Lucy lending a hand. He placed his hand against his forehead, trying to adapt to the pain filling his body.

"I'm peachy," he replied dryly.

Relieved to see that Gray was alive, she turned her gaze in the direction where Vilgax had been hurled by her spear.

"We have to retreat!" Erza declared.

Gray and Lucy looked at the redhead in shocked surprise.

"Retreat? But-"

Gray was cut off when Erza gave him a serious, bone-chilling stare that made the duo freeze. "We can't fight him like this!" She snapped. "We have to regroup with Natsu and Happy, and come up with a strategy."

Gray clenched his teeth before he sighed and relented. He knew Erza was right. Right now, they stood no chance against the powerhouse that was Vilgax. They needed a new plan of attack.

A loud yell bellowed across the park and startled the trio.

"Gray, think you can provide us some cover?" asked Erza.

The Ice-Make mage groaned and stood up. His body burned with pain but he fought through it. "Yeah," he complied.

He stepped forward and widened his stance, taking a long deep breath. He wore a strong determined expression as he came to a knee. "Ice-Make: Rampart!" A massive wall of bluish-white ice materialized in front of them.

Gray panted, feeling the strain on his body from using that powerful spell; nevertheless, he needed to provide more cover so he and his friends could escape. He concentrated on his magical abilities and placed his right fist on top of his open left palm.

"Ice-Make: Smokescreen!" his magic circle appeared in front of him and shot out an enormous cloud of icy particles that completely enveloped the trio.

With a loud roar, Vilgax blasted a path through the trees and ran back to the field with the Spear of Ha-Ja in his right hand. When he spotted the huge ice wall in front of him, he snarled and snapped the weapon in two and threw the pieces to the side. He charged forward, pulled back his fist, and slammed it into the ice wall.

Vilgax created a hole through the frozen barrier as he ran forward, only for his vision to be obscured by a thick icy mist. He inhaled deeply before exhaling a mighty gust of wind. When the icy cloud was blown away, he was surprised to see no sign of the three wizards.

He looked around carefully, his ire intensifying when he saw nothing. Vilgax let out a yell of indignation as he punched the ground, creating a shockwave that cracked the earth.

"Run all you want," he looked up and bellowed into the sky, "THERE IS NOWHERE YOU CAN HIDE FROM ME!"

To be continued

…

A/N: OH NO! A cliffhanger?! I bet you fine readers weren't expecting that, huh? Yes, let me hear how angry you guys are about this. Just kidding…

The reason I left off here is because I wanted this chapter to be different from the others in the Entrapment arc, and it would give me more time to contemplate on how the rest of the battle scene will transpire. This is obviously no walk in the park for the Ultimate Team. They're up against a serious opponent with power they haven't faced before.

I'm sure some of you are peeved I didn't use the Vilgax from the original series, right? Well, I was previously going to, but that version only has brute strength going for him while the AF/UA version has an assortment of abilities that are not to be underestimated. In short, the AF/UA Vilgax is a much more interesting opponent for the Ultimate Team to battle rather than the original.

Okay, a few things I'd like to discuss before I sign off.

First, I'm sorry that I'm taking so long to update. I recently got a new job that is taking up my time and I have many others things going on that I have to do. Please forgive me. FanFiction is for fun, not a job.

Second, I would like to thank Star Saber21 and Vanessa Masters for their help in the making of this chapter. They both gave me some good ideas and suggestions for me to use. Virtual cookie cakes topped with ice cream for both of them!

Third, in case some of you haven't heard, Cartoon Network announced that there will be a new Ben 10 next fall. I read the article and it will be a reboot of the original series with Ben rediscovering the Omnitrix with original and new aliens. It sounds promising; however, when I saw the artwork, I became nervous. If CN treats this show like they did with Teen Titans Go, I will be extremely pissed! I may just give up on Ben 10 altogether. It's still a long way from now, but let's hope that they don't "kiddie" up this show like they did with Teen Titans.

Lastly, I haven't finished rewriting Ch1-6 yet. However, before I continue with this arc, I'm going to make it my goal to finish it this week. I'll let all of you know when it is ready and has been posted. I would strongly recommend reading it since there is a lot of new material being added. Hell, the new word count for Ch1-6 Revised will be much higher than the original.

Next chapter - Entrapment, Part VI: A Fairy Challenge– The Ultimate Team regroups and hides from Vilgax as they try and think of a new battle strategy. But what chance does a rowdy bunch of Fairy Tail wizards have against the Conqueror of Ten Worlds?

Well, that's enough of my preening. Please leave any comments or critique in the review box. Flames will be blown away by Vilgax's cyclone breath attack.