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

29. Chapter 29

Lucy: Previously on Ult –

Erza: Wait!

Lucy: Huh? Erza?

Erza: I'm sorry to interrupt you Lucy, but there's something important that must be said before we continue.

Lucy: Um…okay

Erza: The author would like to offer his sincere apologies for the long wait. And we, the characters, are also sorry that you fine readers had to endure for so long without us. Please, you may hit the author for his incompetence.

Ultimate10: Uh…let's not

Gray: (crosses arm over chest) So, what's the excuse this time, author? Schoolwork? Job? Life problems?

Ultimate10: As a matter of fact those are the reasons, Gray. By the way, where're your clothes?

Gray: CRAP! (panics and fumbles around for clothes)

Ultimate10: (sighs, exasperated) Anyways…like Erza said, I'm sorry for keeping you guys waiting for over three months. I'll explain what happened later in the Author's Note at the bottom. Ben, Natsu, would you take it from here?

Lucy: Hang on! What about my narration line?

Natsu: Alright! No problem, author guy

Ben: It's been a while since I've been in one of these, which is pretty odd since I'm the main character in this whole story.

Lucy: But…ugh…never mind

Natsu: Hey guys! You ready for some Ultimate Fairy!?

Ben: Just make sure when you're reading, you turn the lights off in the room

Natsu: And don't sit too close to the computer/phone/tablet screen.

…

Ultimate Fairy

Chapter 29: Entrapment, Part VI

Ultimate Challenges

…

In the empty constructed scene of Bellwood, everything was quiet. The sounds of explosions and fearsome battle cries had died away into an eerie calm. Suddenly, in the middle of a street, the lid to a manhole shifted and was pushed away.

Erza, Gray, and Lucy climbed out of the hole in that order; all three wearing unpleasant looks on their faces, especially a certain blond-haired wizard.

"Ugh…" Lucy whined, "did we have to go through the sewers? I hate the sewers." She had hoped she'd never have to go through a sewer again after her first job with Natsu and Happy at Everlue's.

"It was the only way to escape Vilgax and avoid his detection." Erza replied, brushing herself off. "As unpleasant as it was…"

"Besides," Gray added, "we should be miles away from where we were fighting him by now."

"Yes," Erza's gaze shifted to them, "but I guarantee you that he'll find us; it's only a matter of time."

Gray nodded in agreement. "We need to find Natsu and Happy and see if they're okay."

"My experience with finding those two is to follow the path of destruction." Lucy noted.

Gray looked around and spotted something. "You mean like over there?" he pointed to a small, white building across the street with a large gaping hole in the wall.

The establishment was in a parking lot with sets of wooden picnic tables in close vicinity to the building. In front of the building was a big billboard sign with a giant smiling humanoid cup that was holding a smaller version of itself. "Mr. Smoothy" was emblazoned on the sign in big, red letters.

"Big hole in the wall? No doubt about it, that's Natsu's work." Lucy noted.

"This is convenient." Gray commented.

Erza stared up at the Mr. Smoothy sign in awe and wonder. "Smoothies…" she said under her breath.

Gray and Lucy looked at the redhead, confused by her blank stare.

"Uh…Erza…you're drooling…" Gray pointed out.

The Fairy Queen snapped out of her trance and noticed that there was indeed a thin line of drool at the edge of her mouth. She quickly wiped it off and resumed her strong demeanor. "I was doing no such thing." She snapped irritably. "Now enough standing around! Let's get a move on." She broke off and headed toward the building at a rather quick pace.

Lucy and Gray blinked dumbly for a short moment before they followed behind her.

The three wizards walked through the hole in the building and immediately spotted Natsu and Happy lying in the wreckage of what appeared to be a smoothie machine, similar to the one Ben had made for the guild hall, albeit it was larger. Both of them were bruised up and had swirls in their eyes.

Lucy went over to Natsu and kneeled by him. "Natsu, are you okay?" she asked, concerned.

"Ugh…feel…dizzy…" he moaned; his face turning green.

Gray walked over to him and crossed his arms over his chest. "Looks like matchstick got motion sick from being blown away." the ice-make wizard said.

Lucy then turned to Happy and noticed he was in the same condition as Natsu. "But what about Happy? Did he get motion sick too?" she wondered.

"Uh…no…" Happy slurred. "That guy's breath just smelled really bad…"

Erza's eyes suddenly widened as something horrendous caught her eye. "No…no, no, no!"

Gray and Lucy turned to the redhead with alarmed expressions.

"What is it, Erza?!" Gray asked, anxious.

"Is it Vilgax?!" Lucy squealed. "Is that monster here!?"

"No. Much worse," Erza replied, her body trembling.

Without warning, the knight rushed forward past Gray and Lucy to Natsu and Happy. The Celestial wizard and Ice-Make wizard for a second thought that she had spotted something horribly wrong with them. However, they both were completely taken aback when Erza threw Natsu and Happy to the side and fell to her knees in front of the broken smoothie machine.

"No…" she whispered, placing her hands on the smashed drink machine. She pulled her hands away, a little amount of pink liquid on her armored gauntlets. Tears began to form in her eyes. "It's ruined. Just when I thought I was finally going to a get a taste of the heavenly delight since this whole fiasco started…and it's been stolen from me!"

Lucy and Gray both turned white as they stared at the Fairy Queen utterly dumbfounded, their jaws hanging freely from their faces.

"Are you kidding me?!" Gray shouted, flabbergasted.

Lucy shook off her dumbfounded mien and looked at Erza thoughtfully. 'She and Ben really do care about smoothies, huh? Those two are made for each other.' She mused.

Happy got to his feet, resting a paw against his aching forehead. "Wait…if Erza drank that smoothie, wouldn't that mean she's drinking Ben's brain?"

Lucy and Gray both turned green from that thought. "GROSS!" they exclaimed.

Instantaneously, Erza's eyes widened as she stood back up and quickly recollected herself, embarrassed by what she had done.

"Ugh…" Natsu groaned, starting to gain his bearings. As he stood up he popped his back into place. "What about drinking Ben's brain?"

"N-nothing!" Erza quickly said, her face turning a light shade of pink.

Natsu blinked in confusion from Erza's strange reaction, but shrugged it off.

"Man…you sure got your ass handed to you, dragon breath." Gray remarked.

Natsu turned and glared at the ice-make wizard. "Oh yeah, you're one to talk yah icy stripper! I bet you didn't do any better."

"How would you know, idiot? You didn't see any of it because you got blown away!" Gray retorted.

As the two opposing element-users bickered, a vein on Erza's forehead throbbed madly. She turned to Natsu and Gray with an aggravated look. "Will you two knock it off already?!" she yelled. "We have more important things to worry about!"

Lucy sweat dropped. "This coming from someone who was crying over a broken imaginary drink machine." She muttered.

Before anything else could be said, a bright flash caused everyone to pause and shield their eyes.

"Not like your previous battles, is it?" a familiar voice remarked.

The Ultimate Team opened their eyes to see Azmuth standing on a small table with a Mr. Smoothy cup that was an inch taller than him by his side.

"Hey, it's you." Happy said, surprised.

Gray stepped toward Azmuth and gave him an annoyed look. "What the hell, man! Why didn't you help us when we were getting our asses kicked out there?!"

The small manifestation brought the straw of his cup toward his mouth and sucked. After a moment, he stopped and let out a satisfied sigh.

Erza's eye twitched. 'Why does he get to drink a smoothie?'she thought enviously.

"I have a limited amount of energy. There's nothing I can do in a fight against those Entrapment manifestations." Azmuth finally said. "And don't tell me, after witnessing Ben's battles with Vilgax, that you expected this fight to be a walk in the park."

Erza groaned and pinched the bridge of her nose. 'Even his subconscious is into puns?' she thought.

Natsu took a step forward and held up a clenched fist. "That guy just took me off guard!" he argued. "Just wait; I'll smoke that squid-faced jerk's face right off."

Happy sighed and said, "Natsu, how many times do I have to tell you? You smoke food with smoke, not fire."

The Dragon Slayer ignored the blue cat's remark as the frustration on his face intensified. "I'll show you! I'm gonna find that bastard and punch his ugly face in!" Natsu made his way toward the opening in the wall.

"Natsu, wait!" Lucy cried.

"Don't be stupid!" Gray yelled.

Before Natsu reached the exit, Azmuth suddenly appeared on top of a table in front of him. The scowl on the manifestation's face caused Natsu to take a step back.

"ARE YOU COMPLETELY BRAIN DEAD?!" Azmuth raged.

"That's up for debate…" Gray murmured; however, he went unheard.

"Were you not paying attention to everything that is happening?!" Ben's subconscious avatar continued, still enraged, "That Vilgax manifestation just defeated you and the rest of your comrades while holding back! If you try to fight him alone like you did before, he'll wipe you out of existence!"

Natsu wanted to retort, however, he was speechless. He remembered how effortlessly that manifestation blew him and Happy away; it made him wonder, what if Vilgax used his full power on them? That thought made, even Fairy Tail's Salamander, pale in fear.

The other members of the group were quite surprised with Azmuth yelling at Natsu; especially Erza. She stared at the small Galvan pensively.

The redheaded knight had noticed that sometimes the subconscious manifestation would make comments and remarks which were similar to something Ben would say. However, the fiery anger in his eyes was a match for the same look that Ben had given Jellal during the final battle in the Tower of Heaven.

'Subconscious or not…regardless, he's still Ben.' Erza thought.

Natsu's body trembled as he lowered his head, a shadow obscuring the upper half of his face. "I…I…" he stammered.

He had no response.

Gray stared at his rival solemnly. He walked toward him and laid a hand on his shoulder, which stiffened lightly from contact. "Natsu, I understand your pride is wounded. Believe me, I know." He remembered then how easily Vilgax had beaten him and it unnerved the ice wizard to no end. "But even though that thing out there is a hollow shell, it's unlike anything we've ever faced before. Not one of us could beat it on our own."

Erza lowered her head somberly. "Even when Lucy, Gray, and I fought Vilgax together…he was still able to beat us and force us to retreat."

"That thing is a monster." Lucy stated fearfully. "How can we possibly beat it?"

A long, grave moment passed. It was then that Fairy Tail's Ultimate Team began to doubt themselves. Could they really save Ben from death when an opponent of such great power stood in their way?

Azmuth lowered himself and landed on another table, his hands behind his back. "Don't give in to despair. That's exactly what the Entrapment Spell wants." He proclaimed. "It's seen the inner strength inside every single one of you," he continued, "and it fears you because of it! That's why it sent an overwhelming opponent; it's trying to crush your spirits."

A tense moment of silence passed. The group's expressions were nigh-unreadable as they were deep in their thoughts.

Finally, Natsu stepped forward with a hardened expression and gained the others' attention. "Remember when Phantom was trying to take Lucy and we wouldn't hand her over? Or the time when Erza's old friends kidnapped her and Happy, and we risked life-and-limb to get them back? We did that because we're Fairy Tail. We're all a family." He proclaimed strongly. "We take care of one another."

"And Ben is part of our family now. I dunno about you guys, but I don't care how strong that octopus freak is! I'm not backing down no matter what! Who's with me?" Natsu asked as he held out his hand.

"Aye, sir!" Happy chimed, putting his paw on top of Natsu's hand.

Erza narrowed her eyes in determination and nodded. For a moment, her confidence had begun to waver, but now her resolve had returned. The Fairy Queen was going to give every ounce of energy she could muster to save Ben, no matter the cost.

Erza placed her hand on top of Natsu and Happy's. "Neither will I."

Gray smirked confidently and put his hand on Erza's. "There's no way I'm gonna let you two hog all the glory in taking that squid guy down."

Lucy smiled determinedly and put her hand in as well. "It's all or nothing. Let's go save our friend!"

Azmuth smiled proudly. Ben could've been marooned anywhere across the Multiverse due to the QDG's malfunction. At that moment, the subconscious mind was extremely thankful that Ben had wound up in Earthland and had found Fairy Tail.

Suddenly, the Galvan's eyes widened as an apprehensive expression crossed his face.

"Now," said Erza, "in order to defeat Vilgax, we're going to need some sort of strategy. He's obviously very powerful, but he's bound to have a weakness."

"You won't have time to strategize, I'm afraid." Azmuth inputted.

The Fairy Tail group turned to Azmuth curiously.

"Why?" Gray asked.

All of a sudden, the team was alarmed when the building started shaking, and the walls began to crack and crumble in places. Then, the roof was promptly detached from the walls and levitated into the air. The Ultimate Team looked up and was stunned to see Vilgax, who had ripped the roof right off of Mr. Smoothy's.

He let out a grunt as he tossed the roof aside and glared daggers at the Fairy Tail group.

"It's him!" Lucy squealed, terrified.

"How the hell did he find us?!" Gray got in a fighting stance, readying his magic.

"I possess super-hearing, you fools." The Vilgax manifestation said. "Not that I needed it. Your loud, infuriating voices were easy to pick up on."

"Yes," Azmuth put his hands behind his back. "I was about to warn you all about that. However, now that he's here, there's not much I can do. Good luck." He disappeared in a flash.

"HEY!?" Lucy and Happy shouted, flabbergasted.

"Let him go." Erza ordered, never once taking her eyes off of Vilgax. "Our main priority is him."

"I'll admit, creating that ice wall and fog was a clever way to escape me. But there's nowhere left for you to hide now."

"Well yah know what," Natsu's body was suddenly engulfed with scorching flames as he stared at Vilgax with a furious expression, "we're not hiding from yah anymore, yah walking seafood platter! You want us?! We're right here!"

The other's expressions hardened as they prepped themselves for battle. Erza summoned a sword, an icy mist wafted off of Gray's body, and Lucy pulled out a golden key from her pouch.

Vilgax narrowed his amethyst eyes at the small group and lowered himself from the air, smoothly landing a few meters in front of them. Needless to say, the conqueror's stature was indeed intimidating, but no one would let it show outwardly.

"The other manifestations may have let you surrender and granted you a swift painless death. But, like the real Vilgax, I am not so merciful."The construct declared.

Erza pointed her sword at the manifestation, upholding her strong demeanor. "You may be powerful, but you're nothing more than a hollow shell. No one, especially a soulless husk like you, could ever break our spirits!"

"Yeah!" the others exclaimed in agreement.

Vilgax snarled, infuriated by the group's tenacity. "Fine," he spat, "If I can't crush your spirits, I'll settle with breaking your bodies instead." He held out his right arm and fired the Ruby Ray of Ulo.

The group dived in different directions, narrowly avoiding the powerful beam. A large hole in the center of the floor was created from the blast, throwing up a shower of concrete. Gray rolled across the ground and settled on a knee before slamming his hands on the floor.

"Ice-Make: Ice Geyser!" a blue magical circle appeared under Vilgax's feet and a tower of spiked ice sprouted into the air, encasing the conqueror within.

"Everyone, outside now!" Erza commanded.

The Ultimate Team made a break for the exit and ran out into the parking lot where they could maneuver freely in the open space.

Meanwhile, inside the icy tower, Vilgax clenched his right fist and fired the Ruby Ray. While it shattered his temporary prison, it also hit the ground and destroyed what remained of Mr. Smoothy's.

Erza's eyes widened and her bottom lip quivered, horrified by the sight of the smoothie establishment exploding. When Vilgax levitated out of the smoking rubble of the building, Erza directed a dangerous glare at the manifestation.

In a flash of gold, Erza donned her Black Wing Armor. "You'll play for that, you monster!" She snarled, pointing her sword at Vilgax.

The others laughed hesitantly and sweat dropped. They still hadn't gotten used to Erza's love and conviction in smoothies.

Vilgax scoffed as his armored feet returned to the ground. "I doubt that, girl." He reached back and unsheathed his massive broadsword. "Now, which of you bugs would like to be squashed first?"

Without hesitation, Erza jumped in the air and charged forward. She reared back her large sword, which was gathering white magical energy. "Moon Flash!" She shot a wave of silver-white energy at Vilgax, who deployed the Shield of Ziegel and blocked the attack.

"Time for me to get in on the action," Lucy declared, thrusting a golden key forward. "Open, Gate of the Archer: Sagittarius!"

With the sound of a bell, a tall man wearing a horse costume with a bow and quiver of arrows strapped to his back appeared before Lucy.

"Shoot the ugly green guy with everything you got, Sagittarius!" Lucy commanded.

"Yes, indeed, my lady" Sagittarius replied. He reached back and put multiple arrows on his bow and shot them all at Vilgax.

"Take this! Fire Dragon ROAR!" Natsu leaped up and expelled a torrent of fire upon the green conqueror.

Vilgax was forced to turn his attention away from Erza and maneuver his shield up to block the incoming flames and barrage of arrows. This provided an opening for an attack. Gray rushed forward as fast as he could, an icy mist cascading around his hands.

"Ice-Make: Battle Axe!" Gray swung a wave of ice at Vilgax's exposed left leg.

Vilgax snarled as he fell to a knee, more annoyed than injured by the blow.

Erza's sword gathered with bright silver magic as she molded it across the blade's edge to form a crescent moon shape. This was a new spell that she had been working on since her battle with Ben a few weeks prior.

"Here goes nothing," she mused. "Lunar Swipe!"

In an instant, Erza slashed her sword across Vilgax's right shoulder, which discharged a considerable amount of energy. The ground below him exploded upward, a cloud of dust and shattered asphalt being thrown into the air.

Erza flew back and landed with the others, keeping her eye on the ground. When the dust cleared, Vilgax was standing in a crater with a minor burn mark on the red plating of his right shoulder. He was virtually unharmed by the assault!

Erza gritted her teeth in frustration. 'Damn…he's not fazed in the slightest.'

"Your attacks bore me." Vilgax sneered. "In fact, I feel a yawn coming on."

When he reared back his head and inhaled deeply, the team realized what the manifestation was about to do. Not wasting a moment, Gray ran in front of the group and widened his stance just as Vilgax exhaled a powerful gale.

"Ice-Make: Shield!"

The wind hit the barrier hard enough to create cracks, but it still remained intact. Surprisingly, the icy shield stood strong against the cyclone and directed it away from the Ultimate Team.

Vilgax ceased his breath attack and scowled at the ice-shield. The Entrapment construct did not expect the ice wizard's shield to be strong enough to withstand his wind attack; nevertheless, it was nothing to be concerned about.

"Whoa, Gray, you blocked it!" Lucy said, surprised.

Natsu scoffed, unimpressed. "All he did was stop a little breeze."

A tick mark appeared on Gray's face as he got in Natsu's face. "Oh yeah, well that little breeze blew you out of the fight! So what's your excuse, lizard lips?"

"What'd you say, ice prick?!" Natsu exclaimed angrily.

Suddenly, the ice-shield shattered into pieces as Vilgax charged forward with his sword reared back. Natsu and Gray quickly jumped away as Vilgax brought his sword down on the spot where the two hotheads had been standing. The force of the strike created a crevice that expanded from the parking lot and into the street.

"Can you idiots stop arguing with each other and just fight him already?!" Lucy shouted, annoyed.

"Hey, he's the one who started it!" An icy mist then gathered in Gray's hands as widened his stance. "Ice-Make: Lance!"

Vilgax held up his sword and easily deflected the barrage of lances.

Natsu recklessly leapt at the manifestation with his flaming fist reared back, but Vilgax rammed his shield into the Dragon Slayer and sent him barreling into Gray. The duo collided with a loud thud and went rolling into to the street next to a fire hydrant.

Lucy and Happy sweat dropped while Erza pinched the bridge of her nose in irritation.

"That had to hurt." Lucy commented.

"Aye," Happy agreed.

"Remind me how you fools made it this far again?" Vilgax mocked.

"Re-quip!" Erza's body was engulfed in golden-white light as she re-quipped into her Lightning Empress Armor. "Lucy, wake those idiots up. We're going to need everything we have to take down this monster."

"Right" Lucy nodded, and then turned to her spirit. "Sagittarius, back her up."

"Yes, my lady," the horse-man saluted away from her.

Lucy and Happy turned and ran to Natsu and Gray. Vilgax saw this and held up his right arm to fire the Ruby Ray of Ulo at them.

Erza reacted immediately as she positioned herself in front of the blast and widened her stance. "Lightning Shield!" She cried, ramming her spear into the ground and creating a dome-shaped barrier of blue energy. The powerful crimson beam was quickly absorbed by the shield.

Vilgax cocked a brow in moderate surprise that Erza was able to block his attack; however, he didn't have time to muse on it as he held up his golden shield to block a bombardment of arrows from Sagittarius.

"Pitiful," Vilgax remarked as his eyes glowed brighter.

Suddenly, a pair of red beams fired from his eyes and zigzagged around his shield to strike a dumbfounded Sagittarius, sending him back to the Spirit World.

With the celestial spirit disposed of, Vilgax turned his attention back to Erza, who was flying at the manifestation with an enraged expression. "You monster!" she yelled, charging the tip of her spear with bluish-white energy.

The manifestation held up his broadsword and blocked an electrical swipe from Erza's Lightning Spear. Erza slashed her energy-charged weapon at her foe relentlessly, but the conqueror skillfully blocked each attack. Vilgax went on the offense and swiped his blade at the Fairy Queen, who leaped back to avoid the hit.

Erza pointed her spear in front of her, the tip cackling with blue lightning. "Lightning Beam!" she shouted, shooting a dense beam of cobalt energy at the green behemoth.

The manifestation held up his shield and blocked the incoming lightning effortlessly. Vilgax pointed his right arm at Erza and fired his Ruby Ray. She was forced to cease her attack and use her spear to deflect the blast. Vilgax then crouched low and leapt toward a surprised Erza and slammed his shield into her body, which sent her crashing through a window in a building across the street.

The squid-faced conqueror then turned his gaze on the other members of the Ultimate Team.

Natsu and Gray were sprawled out on the street with swirls in their eyes. Lucy was kneeling by Gray and shaking him by the shoulders whilst Happy was pulling on Natsu's hair.

"You guys have to get up right now!" Lucy shrieked frantically, shaking Gray harder.

"Please, Natsu," Happy begged, "this is no time for napping!"

"Ugh…" Natsu murmured incoherently, "I'll…kick your ass, Gray…"

"…bring it on…matchstick…" Gray muttered in response.

"ARE YOU KIDDING ME?!" Lucy and Happy screeched, dumbfounded.

A fearsome roar snapped the celestial wizard and blue cat out of their musings as Vilgax charged for them, his flaming sword reared back. Lucy and Happy cried out in terror with wide, white eyes. Happy picked up Natsu while Lucy grabbed Gray as they both dived out of the way, barely avoiding the powerful swipe which struck the end of a fire hydrant instead.

When Lucy hit the ground, she immediately smelled something…unpleasant. "Is something burning…?" she asked dumbly. The blonde-haired wizard quickly noticed smoke coming from her head and looked behind her to see that her ponytail was on fire.

"AHHHHH!" Lucy screamed, running around frantically. "Someone put it out! PUT IT OUT!"

Natsu and Gray both groaned as they returned to their feet. The smell of smoke quickly caught the former's attention. He followed his nose and spotted a panicking Lucy running around with a little bit of her hair on fire.

"Hang on, Lucy!" Natsu sprinted toward her and inhaled the small flames into his mouth. He let out a satisfied sigh. "Ah…now that hit the spot!"

"Couldn't you have just put it out with that?!" Lucy yelled, pointing at the stream of water on the ground that was pouring out from the damaged fire hydrant.

Natsu grinned sheepishly. "Now that would just be a waste."

Lucy's eyes suddenly widened as she looked back at the water on the ground. "Wait…water…" she muttered. The realization struck her like lightning as she pulled out a Zodiac key from her pouch. 'I'm running low on magic, but I should still have enough to summon her.' she thought.

Lucy placed the end of her key in the water and shouted, "Open, Gate of the Water Bearer: Aquarius!"

With the sound of a bell, a royal blue mermaid was summoned. She had a long, blue fish-tail, waist-length blue hair, and blue eyes that were devoid of pupils. She wore a dark blue bikini top over her large bust, a golden belt, golden bracelets, and a headband. A dark blue tattoo that resembled the Aquarius zodiac symbol was stamped under her collarbone. Finally, she held a blue urn with both hands.

"Oh no! Lucy summoned the mean ole fish lady." Happy fretted.

"Tch," Aquarius shot an annoyed glare at Lucy. "Now what, girl? Do you think I have nothing better to do than to be summoned every five minutes when you need help?" she demanded.

Lucy responded by timidly pointing behind her. Aquarius turned around to be met with the sight of Vilgax, making her cringe in disgust and slight fear.

"What the hell is that?" Aquarius uttered.

Vilgax narrowed his eyes at the mermaid spirit. "Is this abomination supposed to scare me? This is bad comedy, girl."

Any apprehension that Aquarius had for Vilgax was instantly replaced with burning rage. "What did you call me?!" She roared. The pissed off mermaid began to gather water from the broken fire hydrant into her urn. "YOU'VE MADE ME MAD!" Once she had collected enough, she unleashed an enormous wave of water upon a surprised Vilgax that washed him down the street.

Lucy, Natsu, Gray and Happy's jaws dropped slightly in shock from the display.

"Scary…" Happy muttered with wide, white eyes.

"She's pissed." Gray noted.

Lucy's eyes widened when a sudden thought entered her head. "Hey! She didn't wash me away too this time." she commented.

Aquarius turned back to Lucy with a very displeased expression, which caused the blonde-haired wizard and the rest of the group to shudder. "As soon as I'm done with this freak, I'll deal with you, blondie." She asserted.

"Please don't!" Lucy squealed frightfully.

Meanwhile, Erza groaned as she picked herself up from the shards of broken glass on the floor. She had sustained a few cuts across her body, but it was nothing that she couldn't bear. She stepped toward the opening in the building and witnessed Vilgax get washed down the street in a large wave of water, courtesy of Aquarius.

Erza's eyes widened as an idea formulated in her head. "Everyone, stand back!" she commanded, jumping out of the building and floating in the air. "Lightning Cyclotron!"

A red magic circle appeared in front of the spear tip and multiple blue lightning bolts shot out of it and struck the soaked Vilgax. The manifestation gritted his teeth hard and groaned loudly in pain; the water he was standing and covered in only caused his body to conduct more electricity.

When the attack ceased, Vilgax fell to his left knee and panted, steam wafting off his body. He used his sword to steady himself and keep himself upright.

The Entrapment avatar lifted up his head to see the Ultimate Team lining up in front of him, preparing for another round of attacks.

He could not allow them that chance. When he had been created to kill the Ultimate Team, he had been uploaded with knowledge of the wizards' fights against the previous manifestations and the memories that Ben had of their battles together. He knew that as the fight dragged on, this rowdy group would only grow stronger.

Not that that concerned the manifestation; after all, he had been granted the form of one of the strongest beings that Ben Tennyson had ever battled. From what he knew of their abilities, there was no way they could match the power he possessed. Still, it was best not to take chances when the Entrapment was so close to accomplishing its mission.

Vilgax frowned and narrowed his purple eyes upon the group, one member specifically. He brought up his sword and sheathed it on his back.

"Don't think I'm through with you!" Aquarius raged, gathering another tidal wave around her urn.

"Tsk," Vilgax scoffed. "But I am through with you, creature." A pair of crimson energy beams fired out of his eyes.

Aquarius tried to dodge the attack, but was caught off guard when the beams zigzagged toward her. She was struck hard and promptly sent back to the Spirit World; the mass of water that she had gathered fell back to the ground.

"No! Not Aquarius too!" Lucy cried, shocked.

"Dammit." Gray cursed, frozen mist gathering around his hands. "Those eye beams of his are a pain. How do we counter that?"

"Dunno, but it doesn't matter," Natsu retorted strongly, punching his open left palm. "We're still gonna kick his green butt!"

"Aye, you tell him, Natsu!" Happy cheered, flying over to him.

Vilgax saw an opportunity, crouched low and - with amazing speed - launched himself at the wizards. He snatched up Happy and landed behind the group. The Ultimate Team was caught off guard by Vilgax's surprising speed and couldn't react in time. Their eyes widened in horror when they saw Happy in Vilgax's grasp.

"HAPPY!" the wizards yelled.

Rage overcame Natsu's face as searing hot flames engulfed his arms. "LET HIM GO, YOU BASTARD!"

A sinister smirk grew across Vilgax's creepy black lips. "Come any closer, and I'll vaporize this furball." The manifestation threatened, his eyes already charging up with energy.

"Guys…help me…" Happy trembled frighteningly.

Natsu and Gray snarled in fury while Erza and Lucy glared indignantly at the green warrior. They wanted to attack and beat him with everything they had, but they knew they couldn't make a move with Happy being held hostage.

Erza pointed her Lightning Spear at the manifestation, a dangerous stare that would make normal opponents cower directed straight at Vilgax. "Your fight is with us, you coward! Are you so weak that you would resort to such spineless tactics!?" Erza yelled.

Vilgax snorted, unaffected by Erza's insults. "You fools. I don't need to beat you. I just need to stall you." His smirk grew wider, making him look creepier.

"Stall us?" Lucy repeated, confused.

"What's this guy talking about?" Gray said.

"The Entrapment grows stronger by the minute, and can adapt itself to any challenge it is presented…including all of you. I was created to either destroy or stall you long enough until our goal is accomplished, no matter what." Vilgax continued.

Natsu clenched his fists tightly, struggling to contain his growing rage. "You kept going on how powerful you are when we were fighting, and now you're acting like a gutless coward! Why don't you show us how powerful you really are?!"

The team turned away from Vilgax and looked at Natsu incredulously. Was he being serious? Hadn't Vilgax show them enough of his abilities?

"Your insults will have no effect on me." Vilgax retorted. "And I believe I already proved how powerful I am when I blew you halfway across the city."

Despite being scared, Happy was trying to think of a way out of this mess. 'Oh no, what do I do? What would the others do?' he thought. 'Wait, what would Rath do?'

His eyes widened when an idea entered his little head. Summoning up his courage, Happy turned to face the monster that was Vilgax with the best fearless expression he could muster.

"Let me tell yah something fake Vilgax of the Entrapment Spell! Happy eats fish like you for breakfast, lunch, and dinner!" he pulled out a fish from his knapsack and slapped Vilgax across the face with it. "And now I'm hungry!"

The Ultimate Team paused and stared at the scene with flabbergasted expressions and multiple sweat-drops racing down their heads. None of them had expected something as ridiculous as this to happen.

Erza's eyes suddenly widened when she realized that an opportunity may have presented itself.

Vilgax briefly turned his attention away from the group and looked at Happy incredulously. "What do you hope to accomplish with your pathetic attempts to hurt me?" he taunted.

"Let me tell yah something fake Vilgax of the Entrapment Spell!" Happy yelled, repeatedly slapping his fish across Vilgax's face. "Happy doesn't need to hurt yah, even though he easily could, he just needs to distract yah!"

The manifestation cocked a brow in suspicion until a golden light shined out of the corner of his eyes. Without warning, Erza appeared before Vilgax clad in her Flight Armor, slashed her swords across his face, grabbed Happy and disappeared in a blur.

"WHAT?!" Vilgax yelled; surprised by what had occurred.

"Natsu! Gray!" Erza shouted.

"On it!" Gray placed his right fist in his left open palm, a cold mist cascading off of him. "I got a new spell I've been working on just for you, squid face!" A bluish-white magical circle was summoned in front of him.

"Ice-Make: Boomerangs!" A barrage of icy boomerangs shot out of Gray's magic circle.

"Boomer-what?" Vilgax raised his arm and deployed his shield. Most of the projectiles shattered against the golden shield; however, Vilgax failed to notice that some of them had zoomed right past him and were circling back.

"Your attack is pathe-" he was interrupted when multiple boomerangs struck him in the back, causing him to lower his shield and stumble forward.

Erza saw an opportunity and re-quipped into her Heaven's Wheel Armor. She swiftly summoned dozens of swords around her and a pair of twin blades in her hands. The red-haired knight rushed forward and slashed Vilgax across his face and chest while he was off guard.

When she jumped away, she chanted, "Heaven's Wheel: Scattered Petals!" the cluster of swords fired directly at Vilgax. Though they shattered and did not pierce his skin or armor, the speed behind the collisions caused him to feel stinging sensations.

"Now, let's try this again!" Gray created an icy bazooka and placed it on his shoulders. "Ice-Make: ICE CANNON!" He fired a large ball of ice straight at Vilgax.

Natsu jumped forward so that none of his teammates would be caught in his attack. "Dragon Slayer Secret Art:" Natsu unleashed the rage inside of him that he had suppressing ever since Vilgax threatened to kill Happy. As a result, his flames were very hot and powerful. "Flame Lotus, Exploding Flame Blade!"

Amazingly, the giant ice-ball and torrents of fire combined and created a flaming yet icy cannonball.

Vilgax's eyes widened from shock. He was too stunned to react as the fiery ice-ball struck him dead on. The force of the impact created an explosion that tore apart the street, throwing up asphalt and rubble. The windows of the nearby buildings shattered from the shockwave.

Vilgax was blasted backwards like a bullet, the ground tearing apart in his wake. He crashed through a few buildings, a parking garage – which all immediately collapsed from the severe damage – and finally landed in the bottom level of an office building a few blocks away.

"Whoa…" Lucy was awed at the power behind Natsu and Gray's attack.

"That was awesome!" Happy yelled excitedly.

"Now you see what you two can accomplish when you're not fighting each other." Erza said, turning to Natsu and Gray; who had ignored every word she said.

"I GOT HIM!" Natsu and Gray shouted. Then, they both looked at each other in irritation. "You got him?! I got him!" The two opposite elemental users' butted heads, both radiating their respective element. "ARE YOU COPYING ME?!"

Lucy sweat-dropped, exasperated; however, displays like this were nothing new for her. "So much for that idea."

"Aye," Happy agreed.

Erza sighed in exasperation and re-quipped into her Heart Kreuz armor to conserve magical energy. "Okay, enough you two. We need to continue our attack. That won't be enough to take him out."

"Yeah, yeah," Natsu and Gray begrudgingly agreed, putting their rivalry aside for the moment.

The group sprinted down the street in the direction where Vilgax had been sent flying; which wasn't easy to miss since he had leveled several buildings in his wake.

"Nice thinking on distracting Vilgax, Happy." Erza praised.

"Yeah," Natsu agreed with a big grin. "You made Rath proud!"

"Aye, sir!" Happy cheerfully chirped.

"How are you holding up, Lucy?" Gray inquired. "You've summoned quite a few Celestial spirits in a short amount of time."

"Yeah," she nodded. "My magic is pretty low right now. I just need a moment to catch my breath before I can summon anyone else." She lowered her head shamefully. "I'm sorry I can't do more, guys."

"Don't be sorry!" Natsu countered. "You did great out there. Just catch a breather and we'll hold this loser off till you can get back in the fight."

Lucy nodded determinedly.

After running a couple blocks, they could see where Vilgax had landed. It was a twenty story office building with a giant hole in the front.

"Why wait on him to come out. Let's go kick him out!" Natsu exclaimed excitedly.

"Sounds good to me," Gray agreed.

"Be cautious. We have no idea-" Erza was cut off as the ground began to tremble. The team was confused, thinking it was an earthquake at first. They then heard the sounds of glass shattering and metal bending.

The Ultimate Team looked forward to see the office building slowly rising off the ground. Their eyes widened further when they spotted Vilgax underneath the building and its foundation, lifting the entire structure over his head!

Needless to say, expressions of shock and disbelief were plastered on the group's faces.

"There's no way…" Lucy uttered fearfully.

"You gotta be kidding me." Gray remarked, sweat beginning to drip down his face. "He's really that strong?"

Natsu had no words to say as he continued to stare at Vilgax with wide eyes and his mouth slightly agape.

Vilgax gnashed his teeth together as he held the massive weight over his head. There was a scorch mark and signs of damage on Vilgax's abdomen plating where Natsu and Gray's combined attack had struck him. A trickle of blood could be seen going down the left corner of his mouth as well.

He directed a dangerous, seething look straight at the Fairy Tail wizards. ""Congratulations, wizards! Destroying you has moved up from annoyance to exercise." Vilgax stated.

"Oh yeah!" Natsu challenged as he resumed his usual attitude. "Give us your best shot, fish face!"

Lucy looked at Natsu incredulously. "Natsu, I don't think that's a-"

"Very well," replied Vilgax. "CATCH!"

The manifestation tossed the building high into the air before it came falling back down toward the Ultimate Team.

Erza swiftly took action and re-quipped into her Purgatory Armor. She summoned a red magic circle and a large, silver sword with black spikes jutting out from one edge to the top appeared in her right hand.

"Gray," Erza stepped forward, "I need a boost!"

The ice-make wizard blinked before realizing what Erza had in mind, and nodded. He charged up his hands with an icy mist and slammed them on the ground. "Ice-Make: Platform!" A square-shaped ice platform appeared under Erza's feet and went up like an elevator at least a hundred feet into the air.

The redheaded knight reared back her weapon to its acme and mustered every ounce of magical energy she could spare. A large shadow overtook the group as the building grew closer and closer to them, gaining speed and momentum.

Titania let out a fearsome cry and slashed her blade into the structure, releasing all the power she had gathered up. As a result, an invisible shockwave ripped through the building and, astonishingly, sliced it clean in two! The two halves of the structure were deflected away from her friends and crashed into opposite sides of the street.

Other building collapsed from the collision and a dust cloud was thrown up. A moment later, the cloud dissipated and revealed the Ultimate Team completely unharmed, with Erza standing before them. Natsu, Gray, Lucy and Happy stared at her with wide eyes and awed expressions. There was only one word that could be used to sum up what had happened.

"Whoa" the group whispered in unison. They had seen her do amazing things, but that feat of power really took the cake!

Erza groaned in discomfort as she fell to her knees and hung her head low. In a bright flash, she had re-quipped into her white blouse and blue skirt. She had used up almost all of her magical reserves on that attack, and didn't have enough left to maintain her armor.

"Erza!" Lucy yelled, running to her side and kneeling by her in concern. "Are you okay?"

"Yes," she panted heavily, "I'm fine. But I'm afraid…I used up…my magic…"

Meanwhile, Vilgax was standing still as he stared at the team in annoyance, but inside the manifestation was shocked. He turned his gaze to the two halves of the building he had thrown, which were now big piles of rubble on both sides of the street.

'How did she do that?'Vilgax thought. 'I had no idea that girl was capable of such a feat on her own.'Vilgax returned his gaze to the team and noticed that Erza was on her knees while breathing hard. A smug smirk grew across his face. "It doesn't matter though. She's used up all her energy and is defenseless along with the other girl, which would leave-"

On cue, Natsu and Gray both stepped forward with determined expressions.

"-those two." Vilgax narrowed his eyes at the fire and ice duo.

"Erza, Lucy, you both stay back and rest." Natsu ordered without looking back. "Gray and I'll handle this guy. Happy, you stay with 'em."

"Aye," he nodded.

"Hold on!" protested Lucy. "You guys aren't thinking of taking that monster on yourselves?! We can-"

"We got no choice." Gray asserted. "You're both exhausted and you'll only get in the way."

Lucy's eyes widened from the serious tone in both of their voices.

"But-" the blonde was interrupted when Erza reached up to her shoulder and laid her hand on top of Lucy's.

"They're right, Lucy." Erza conceded. "I hate to say it, but you and I are in no condition for battle. Let them handle it for now."

Erza hated sitting on the sidelines, especially during a battle of grave importance such as this one; however, at the moment, she had used up her magical energy and didn't have the strength to even re-quip. Lucy was in the same boat as she had summoned multiple Celestial spirits during a short period of time. They both would need to catch their breath before they could even think about reentering the fight.

The celestial wizard knew they were right and nodded, but she was still unhappy.

Natsu and Gray glared intensely at the green behemoth standing before them. No fighting, no insulting, and no childish antics; their rivalry had been put aside for now.

Vilgax sneered at the fire and ice wizards. "So you plan to take me on yourselves, even though I easily dispatched both of you earlier?"

"Fairy Tail wizards don't live in the past. We look forward to the future." Natsu stated, fire engulfing his arms.

"You may have bested us before but we're not gonna let that keep us from stopping you." Gray finished, his own icy mist cascading around him.

A short pause followed before both wizards declared with solid conviction, "We're taking you down. No matter what!"

A frown shifted onto Vilgax's face. "Is that so? Let's see if you can back up your words." Vilgax kept his sword sheathed on his back and clenched his fists tightly.

The Ice-Make wizard and Fire Dragon Slayer widened their stances and prepared to engage. The three combatants stared each other down; the tension building in the air could be cut with a knife. Lucy and Happy watched in concern while Erza keenly observed what was about to transpire.

Natsu and Gray made the first move as they charged forward. Vilgax brought up his right arm and fired the Ruby Ray; however, the two wizards split up and dodged the beam.

"Ice-Make: Smokescreen!" an enormous cloud of icy particles shot out of Gray's magical circle and enveloped the battlefield.

Vilgax snorted in annoyance. "This trick again?" He reared back his head and prepared to use his cyclone breath, but was interrupted when a flaming fist struck the side of his face. The Entrapment manifestation stumbled to the side a few steps before recovering.

He swiveled his head around to look for his opponents, but couldn't see anything past the icy fog. A familiar yell filled his super-sensitive ears as another fiery punch struck the other side of Vilgax's face. The manifestation regained his footing and snapped his head up, his teeth clenched in frustration.

"Why you…"

"Ice-Make: Fist!"

Suddenly, a giant icy fist erupted from the ground and struck the middle of Vilgax's back, catching him completely off guard. The conqueror staggered forward and Natsu raced through the fog straight toward him. Natsu channeled his flames from the bottom of his feet to propel himself forward.

"Fire Dragon Iron Fist!" He landed a direct blow into Vilgax's chin, causing the manifestation's head to whip back and send him careening back down the street.

The icy cloud that Gray had created was dissipating, allowing Erza, Lucy and Happy to see what had happened.

"Wow! Look at 'em go!" Happy exclaimed cheerfully.

"They…they have him on the ropes." Lucy said, stunned.

Erza nodded. "Yes. Good thinking on Gray's part to make that smokescreen and for Natsu to keep Vilgax off balance."

Vilgax slid backwards before coming to a halt. He turned to the source of his aggravation and scowled. Natsu blasted forward with his arms raised above him and covered in bright yellow flames that took the form of dragon wings.

"Fire Dragon Wing Attack!" Natsu shouted.

The green conqueror held up his left arm and deployed his golden shield, which blocked the onslaught of flames. When Natsu's feet touched the ground, he crouched low and launched himself forward with his flaming right fist cocked back. Vilgax countered by blocking his punch with his shield; however, Natsu was not deterred and pressed forward, striking relentlessly against the golden barrier.

The force behind the attacks caused Vilgax to backpedal in order to keep himself from falling back. A smug smirk spread across the manifestation's face. "Is this all the power you can muster up? I'm not impressed."

"You haven't seen nothin' yet, yah squid-faced jerk!" the roguish Dragon Slayer barked.

Without warning, an ice-block appeared behind Vilgax's legs as he was backpedaling and caused him to trip backward. Natsu and Gray quickly sprang into action, the former gathering a ball of brilliant fire over his head while the latter created a large ice-hammer in his hands.

"Fire Dragon Brilliant Flame!"

"Ice-Make: Hammer!"

The manifestation's eyes widened as the two attacks came down upon him. An explosion ripped through the street and sent a mushroom cloud into the air. Erza and Lucy were forced to shield their faces from the raging wind whilst Happy held onto the latter's ponytail for dear life.

A moment later, the dust cleared and revealed a ten-foot-deep crater in the middle of the street. Vilgax was lying in it with a golden dome shielding his body. At the very last second, the conqueror had managed to deploy the Shield of Ziegel to protect himself from the combined fire and ice attack.

Natsu and Gray both stood at the rim of the crater, panting hard as they struggled to catch their breath.

"Dammit!" Gray cursed, pausing to take a breath. "That shield is really annoying."

"Yeah! It's starting to piss me off." Natsu remarked.

"There has to be a way we can break it somehow." The ice-make wizard pondered.

"I say we just keep punching it," the Dragon Slayer said offhandedly. "Heck, if Diamondhead's crystals can break it, I'm sure my punches will get through."

Gray was about to mock his rival for his offhanded suggestion, but paused when he allowed it to sink in. His eyes widened as an idea coalesced in his head. He was even more shocked that it was inspired by Natsu of all people.

"I hate to say it, lizard lips," Gray smirked and glanced over to the pink-haired wizard, "but you may be onto something. I got an idea."

Natsu blinked a couple times in confusion.

Vilgax stood up from the scorched, cracked ground and disabled his shield. He looked up to see Natsu and Gray standing at the rim of the crater. The green warrior snarled indignantly and unsheathed his sword.

"A valiant effort," Vilgax said, "but pointless."

"Got it, flame brain?" Gray asked after whispering his plan in order to keep Vilgax from accidentally overhearing them.

"Sounds easy enough," Natsu grinned hungrily.

Vilgax let out a battle cry as he jumped straight for the fire and ice duo with his sword reared back. Natsu and Gray dived out of the way just as the blade came down where they had been standing. A shockwave tore through the street and created a maze of spider web-like cracks across the asphalt surface.

The green manifestation pulled his sword out of the ground and swiped at his opponent to the right, which in this case was Gray. The black-haired wizard managed to jump back and avoid the fatal swipe. Vilgax continued his advance and continued to swipe his sword at Gray, who was quick enough on his feet to narrowly dodge each attack.

"You can't evade me forever!" Vilgax stated.

"Maybe not, but I don't have to." Gray claimed.

Vilgax pulled back his sword and brought it down on top of the ice wizard's head. Gray sidestepped the swipe as the sword embedded itself into the ground once more, which was what he was hoping for.

He placed his hands on the blade and exclaimed, "Freeze!"

The sword was suddenly encased in ice and it expanded along Vilgax's arm and the rest of his body, leaving only his head exposed. Vilgax gritted his teeth as he tried to break free. The ice around his torso and legs began to crack, but the ice around his left arm and sword was much thicker.

"Natsu!" Gray cried as he jumped back.

"Right!" Flames surrounded the pink-haired wizard as they grew hotter and more intense. He leapt at his opponent, rearing back his fiery fist as far as he could.

Vilgax didn't have much time to react before Natsu closed the distance, but he managed to break the ice encasing his left arm; however, his shield gauntlet was still frozen. Natsu's fist collided with the gauntlet and, for a moment, nothing happened until the fire surrounding Natsu's body increased dramatically. The Dragon Slayer let loose his strength and continuously punched the gauntlet.

The green manifestation narrowed his purple eyes and caught on to what Natsu was trying to do. "Fool! Your pitiful flames cannot break the Shield of Ziegel!" he gloated.

"Didn't anyone ever tell you?! Breaking things is what we Fairy Tail wizards do best!" Natsu declared. The fire covering Natsu became even hotter as the veins on his arms and forehead shown. " Fire Dragon FIST!"

Natsu punched Vilgax's gauntlet in various places with immense speed and power. The velocity behind the onslaught of punches created an explosion that shattered the ice, sending Vilgax careening back into the wall of a building. The concrete wall dented inward from the collision but did not collapse.

The Entrapment avatar grunted as he pulled himself out of the wall. Flaring up his left arm was a sensation he thought he would never feel in this fight: pain. Vilgax lifted up his head and glared at the Fairy Tail wizards, preparing to counterattack until a cracking sound made him pause. He held up his left hand to see scorch marks from Natsu's punches littered over his gauntlet, and cracks expanding across the yellow gem in the center. For a second, the cracks stopped growing until finally the gem shattered into pieces.

Suddenly, everything went silent. Vilgax's eyes widened and his jaw dropped as he stared down at the broken gauntlet in amazed disbelief. The members of the Ultimate Team had similar expressions.

"He…he broke the shield…" Erza muttered in awe.

"But…how?" Lucy gasped, equally shocked. "I thought it was indestructible."

"Guess it couldn't hold up to Natsu's firepower." Happy chirped.

Erza sat up as her strength began to steadily return. She hummed in thought before she realized what had transpired, "Gray froze Vilgax in place to keep him from maneuvering around. His ice must've weakened the gauntlet enough for Natsu's punches to break the gem. Very clever on their part," she praised.

"Whoever knew those two could work so well together." Lucy mused. 'If only those two could stop fighting each other all the time, then they'd be unstoppable.'

Gray took a knee and struggled to bring air back into his lungs. Using so many spells in quick succession had really sapped his stamina and magic reserves. Despite his fatigue, he looked over to his rival and smirked. "Nice work, flame brain."

"Thanks." Natsu replied, who had his hands on his knees breathing hard. He was also in a similar state of fatigue from overuse of powerful spells "Didn't do so bad yourself, snowman"

The pink-haired wizard stood up and his expression hardened as he turned his attention to the Vilgax manifestation. "Now we'll see how tough you really are without that shield to protect yah!"

Vilgax scowled. "You think this proves anything?" He tossed the gauntlet to the side, which dissipated in a purple haze.He lifted up his left leg and slammed it into the ground. The force created a shockwave that ripped apart the street and knocked Natsu and Gray off their feet and rolling back. "You may have broken my shield, but I still have the powers of Vilgax at my disposal. I can keep fighting for days while you wizards can barely stand!"

Natsu and Gray tried to get back to their feet, but a wave of weakness overtook them. They both tried harder; however, their bodies continued to protest.

Vilgax smirked smugly as he stepped toward the duo.

"Oh no! They're down!" Lucy gasped fearfully.

"Using all those powerful spells drained their magic fast." Erza clenched her fists in frustration.

"If only we had some fire, then Natsu could replenish his magical energy." Happy cried out in a worried tone.

Erza groaned in pain as she stood up from the ground, her knees were shaky but she still managed to stand upright. The blonde wizard and blue cat looked at the redhead, amazed that she was able to stand up so quickly after just using up her magic earlier.

"Erza…? I don't think you have enough strength to fight." Lucy argued.

"Maybe not," the redhead replied, "but I can't just sit here and do nothing." She closed her eyes and concentrated. A little bit of gold light flickered around the Fairy Queen's body before it was completely engulfed. She had regained enough magic to re-quip into her usual Heart Kreuz armor with a simple sword in her hand.

Vilgax paused and glanced over to Erza, Lucy, and Happy and glowered. "On second thought, I believe I'll exterminate your friends first. You two can lay there and watch helplessly."

Natsu and Gray's eyes widened in horror as they both tried to get up; unfortunately, their bodies refused to respond.

"No!" Natsu shouted. "Your fight's with us!"

"Leave them alone you bastard!" Gray yelled fiercely.

Vilgax ignored the fire and ice wizards and stepped toward Erza, Lucy, and Happy with an indifferent expression. Erza got in a battle stance and readied her sword while also trying to conjure more magic to re-quip. At the moment though, she did not have enough in her.

The redheaded knight knew that she was powerless to fight the monster before her, but she would not run away. She would not allow her family to be hurt.

The Fairy Queen crouched low and leapt at Vilgax; however, the manifestation effortlessly swatted her across the street. She hit the asphalt hard and rolled a few times before coming to a stop on her belly, unconscious. Her armor disappeared, leaving her in her torn blouse and skirt.

"ERZA!" Lucy and Happy cried.

Vilgax turned his sights to the Celestial wizard and blue cat, a sinister smirk adorning his ugly face.

"Lucy, can you summon another spirit?" Happy inquired in a fearful tone.

Lucy pulled out Loke's key from her pouch; however, no matter how much she tried, she couldn't muster enough magic to open the gate. "No. I don't have enough magic." Lucy dreaded.

"The battle is over, Fairy Tail wizards." Vilgax stated. "Accept your fates and go now to your rest."

The conqueror raised his sword overhead, poised to strike down both the celestial wizard and cat.

"NO!" Natsu and Gray shouted in horror.

Lucy and Happy closed their eyes in anticipation of the end. Without warning, a bright flash of light appeared between them. A pair of arms encircled the blonde-haired wizard and cat, pulling them both to safety just as Vilgax's sword struck the ground.

After noticing that they were still alive, Lucy and Happy both opened their eyes and were met by the sight of their savior.

"Loke!" Lucy and Happy gasped in surprise.

The orange-haired Zodiac Spirit shot Lucy his usual charismatic smirk. "We have got to stop meeting like this, gorgeous." He joked. "A simple night-out would be a nice change."

"I…I didn't have enough magic to summon you. So how…" Lucy trailed off.

Loke let go of the blonde wizard and azure cat, setting the former on her feet whilst the latter hovered. "I saw you were in danger and opened the gate with my own power." He paused and gave his master a warm smile. "I told you I would always be there to protect you. I meant every word."

A tinge of pink appeared on Lucy's cheeks from Loke's proclamation.

"Ooh…he luuuvvss you…!" Happy teased.

"Quiet, cat!" Lucy snapped.

Loke turned and looked at the Vilgax avatar stoically. "So, this is the thing that's been giving you guys' trouble, huh?"

"Yeah." She nodded and explained, "That's the manifestation of Vilgax. He was one of the strongest opponents Ben ever faced. He's super powerful. He took us all out like we were nothing."

"Really? Well, in that case, I better not hold anything back then." He remarked, loosening his suit's cuffs.

"Another spirit?" scoffed Vilgax. "It will fall like the rest."

Loke narrowed his eyes at the green conqueror as golden light began to shine off of his body. "I'm not just any spirit, freak show. I'm the King of the Zodiac Spirits."

"King or not, you are nothing compared to me!" Vilgax pulled his sword out of the ground and charged at Loke like an angry bull.

Loke stood still with a calm demeanor. When his opponent came within range, he moved his arms in a circular motion and fired a large blast of golden light. "Regulus Blast!"

Vilgax had little time to react, and without his shield, he took the full force of the attack. The manifestation was sent careening down the wrecked street. However, the green warrior was able to regain control, land on his feet, and skid back a few meters. He looked up and glared at the orange-haired spirit in annoyance.

Loke looked back with an indifferent expression. "That all yah got, squid-man? I thought you were supposed to be tough."

"You have no idea." Vilgax growled before firing his crimson eye-beams at the Lion Spirit.

"Loke! Don't let those things hit you!" Lucy cried out.

Loke leaped high into the air to avoid the beams; the ground erupted into an explosion beneath him.

'Noted,' he mused. 'Those beams ain't something to mess with.'

As he descended toward Vilgax, golden light shone from Loke's body. The Zodiac Spirit swiped his arm forward, sending a golden wave of light at his enemy. Vilgax reacted quickly this time and jumped back a few meters to dodge the wave of light that tore into the street. Loke landed and crouched low to launch himself forward like a missile.

The Lion Spirit sent several rounds of Regulus-empowered punches and kicks at Vilgax; nevertheless, the conqueror was able to block each attack with the broadside of his sword or his forearms. Brilliant light flared off of Loke's body after each punch and kick he threw.

Natsu and Gray continued to observe the fight from the ground; their bodies still recovering. The former managed to weakly lift his chest off the ground.

"He's not landing a single blow on that guy." Natsu said.

"Oh no." Happy worried. "He's not strong enough."

"Don't say that! Loke's the King of the Zodiac. He's got this." Lucy stated; her voice full of conviction.

Vilgax sneered as he continued to deftly block Loke's attacks. "Don't tell me this is all the so-called Zodiac King has to offer." He taunted.

Loke smirked confidently, confusing the green behemoth. "Not at all." He disengaged and jumped back about ten meters. He nonchalantly smoothed out the wrinkles in his suit and pushed up his shades, a glare reflecting off them. "In fact, I think it's time I start cutting loose."

His hands began to glow with light until a golden magical circle appeared in front of him. "Regulus Impact!" He chanted. Suddenly, the head of a lion comprised of a golden, fiery-orange light materialized out of the circle and shot straight at Vilgax.

The manifestation held out his sword to block the attack, but the lion went through the blade and collided with him anyway. In a flash of gold, Vilgax was sent flying back and rolling across the street and came to a stop on his front side, smoke wafting off his body.

"Whoa…" Natsu remarked with wide, enthusiastic eyes. "That was pretty cool."

"No kidding," Gray agreed with a smirk.

Lucy smiled proudly. "Great job, Loke!"

"You're the coolest spirit ever!" Happy inputted.

"Don't be celebrating just yet." Loke replied, not taking his eyes off the manifestation. "He's still not down."

The Vilgax manifestation brushed off the attack and returned to his feet. He clenched his teeth and scowled at the Lion Spirit in fuming rage.

Leo the Lion, however, was unaffected by the hateful glare. "You're a tough one, I'll give yah that. This might take a while." He commented. "Not that that bothers me. I still have a few tricks up my sleeve."

Vilgax narrowed his violent eyes at the orange-haired spirit. He then glanced down at the bracelet on his right arm, an idea entering his head. The green warrior looked back at Loke with a smug grin. "What a coincidence…so do I."

"You hurt my beautiful master and my friends. Trust me, you're going down hard, pal." Loke claimed coldly before running straight toward Vilgax, his hands glowing with brilliant light. "Regulus Gatling I-"

Loke's incantation was cut short when Vilgax raised his right arm and fired a ruby-colored light from his bracelet. As soon as the rays touched his body, Loke collapsed to the ground as waves of utter agony washed over him.

"AHHHHH!" He cried out, unable to suppress his screams.

"LOKE!" the others shouted, horrified.

Needless to say, the others were both shocked and confused. They didn't remember seeing Vilgax use that ray like this in Ben's battles. What else was he capable of?!

Vilgax sneered at the withering Celestial spirit and walked forward, increasing the intensity of the rays affecting Loke.

The orange-haired Zodiac Spirit choked and struggled to breathe from the pain enveloping him. He clenched his fists while clamping his mouth shut to hold in his cries. This feeling…it felt like acid was being washed over every part of him!

'What's going on?!' Loke screamed inwardly. 'My strength…my magic…it's gone?!" He had tried conjuring his magic; however, he couldn't.

"I salute you. Few have withstood an assault from the Ruby Ray of Ulo." Vilgax said, now standing over the fallen Zodiac. "I see you weren't lying when you said you were King of the Zodiac."

Leo weakly lifted up his head and glared at the manifestation. He cringed as his body spasmed from the burning pain befalling him.

"Not that it makes any difference. You were never a match for me." Vilgax asserted.

Meanwhile, a certain scarlet knight was beginning to stir from unconsciousness. Her brown eyes slowly opened and her vision was blurry. She cringed from the pain coursing through her body as she tried to move. When her eyesight refocused, she was met with the sight of Vilgax standing over Loke and pointing a red beam of light at him that appeared to be hurting him greatly.

"Loke!" Erza cried in panic, steadily pushing herself off the ground.

Natsu continued to stare at the horrible scene. He closed his eyes and memories of what happened in the Tower of Heaven hit the Dragon Slayer like a freight train. As a result, primal rage began to build up inside of him. He lowered his head, a shadow cast over the upper-half of his face.

All of a sudden, Natsu started to steadily rise from the ground and stood up. His legs and arms were shaky, but he was still able to stand and walk forward. Gray glanced at Natsu and, needless to say, he was stunned. How the hell was he able to stand?!

"Natsu…?" He uttered, dumbfounded.

"I wonder…can Celestial spirits die? Let's find out!" Vilgax ceased firing the Ruby Ray and held out his sword, the blade suddenly engulfed in flames. He held the weapon overhead and prepared to bring it down on the fallen Zodiac Spirit.

"Loke, NO!" Lucy screamed, getting up and running toward her spirit's position.

"Lucy…no…get back…" Loke muttered weakly.

As the blade came down, Loke knew he couldn't avoid the strike. His body was currently too numb and weak to respond. He closed his eyes and knew he would wake up back in the Spirit World, forced to continue on while knowing that he had failed to protect Lucy and his friends.

Suddenly, a clang echoed across the street and city block. A tense moment of silence soon followed.

Loke opened his eyes and was met with quite a shock. Standing before him was Natsu with the large flaming blade caught in-between his hands! The ground beneath him had cracked from the blow but he had not been forced to his knees.

The eyes of the Ultimate Team widened in awed shock. Natsu caught the blade?! When just moments ago, he was too weak to stand!

"Natsu…" Loke muttered, amazed.

"Impossible!" Vilgax yelled in alarmed disbelief. "HOW?!"

Natsu was silent for a moment until he looked up at Vilgax and sported an impish grin. "A guy can do anything when he's really hungry!" he quipped.

The pink-haired wizard opened his mouth and started inhaling the fire around Vilgax's sword. Instantaneously, Natsu could feel his strength and magical energy be restored.

"Just what I needed. Now, I gotta fire in my belly that's raging to get out… Fire Dragon Roar!"He exhaled a torrent of flames onto Vilgax, sending him sprawling down the street once more.

The manifestation hit his back and flipped in the air before landing on his feet. He glared daggers at the Dragon Slayer and ground his teeth in fury.

"That was amazing!" Lucy gasped, grateful that he was able to save Loke in time.

"That's Natsu for yah." Happy chimed in.

Erza smiled proudly. 'That idiot…he's always finding ways to surprise us.' She mused.

Natsu offered Loke a hand and helped the Celestial spirit to his feet. Loke was a little wobbly getting up but he steadily gained his balance and stood on his own. The bachelor's expensive-looking suit was torn in various places, showing splotches of red marks on his skin.

"That beam did a number on yah, huh?" Natsu remarked.

"Don't worry. I'll be fine." Loke responded with his head hung low. "Thanks for saving my tail there."

"Got enough in yah for another round?" the fire wizard inquired.

Loke looked up and smirked. "Why? Yah getting sleepy, Natsu?" he teased.

"Heck no! I'm fired up now!" Natsu retorted with a huge grin.

Gray pushed himself off the ground and to his knees. He wanted to help Natsu and Loke, but he didn't have enough magic in him at the moment. Maybe enough for two more spells at most.

'Dammit!' he cursed. 'I hate sitting on the sidelines like this, but I have to use what magic I have left wisely. I have to make it count.'

"You!" Vilgax pointed his sword at a certain pink-haired mage. "You're not human! What are you?!"

Natsu shot the manifestation a frown and replied, "I thought yah already knew? I'm a Fire Dragon Slayer from the Fairy Tail guild, and you're going down hard!"

"What he said," Loke added in a serious tone as golden light began shimmering off his body. "You're not laying another hand on our friends again."

"Regulus Blast!"

"Fire Dragon Roar!"

Natsu's flames and Loke's light combined to form a golden-fiery blast. Vilgax's eyes widened from the power of the attack. The manifestation swiftly jumped over the beam, which struck a building and promptly pulverized it.

Vilgax hovered in the air and stared at the fire wizard and celestial wizard in annoyance. "You won't fool me with-" the conqueror's taunt was cut off as he was forced to bring up his sword to block a Regulus-empowered swipe from Loke.

'How did he move so fast?!' Vilgax shouted inwardly.

Despite being nearly killed by the Ruby Ray of Ulo, Loke was firing on all cylinders as he threw light-coated punches and kicks at a much faster rate than he did before. Vilgax was surprised by this development, but managed to dodge or block every strike.

Suddenly, Loke leaped back and a bright golden flash flared off his body.

"AGH!" Vilgax yelled, shutting his eyes from the intensity of the flash.

Erza's eyes widened. She had been watching the fight keenly, trying to deduce a strategy of defeating Vilgax. So far, the Fairy Queen was struggling to pinpoint a possible weakness to take advantage of. Now, after seeing Loke's flare move, she believed she had finally found it.

"That's it." Erza whispered, shakily rising to her feet.

Natsu crouched low and leapt toward Vilgax, covering his legs in fire. "Fire Dragon Talon!" He sent a fiery kick straight into the manifestation's chest, sending him spiraling to the ground. A dust cloud was thrown up from the impact.

"Nice move," Natsu complimented.

Loke pushed up his shades in a cool manner. "It was no biggie. Probably should've used that before he blasted me with that ray though." He noted, rubbing his head sheepishly.

When Erza got to her feet, she focused on the dust cloud thrown up from where Vilgax landed. Lucy and Happy noticed her and were confused.

"Erza? What are you doing?" Lucy asked, concerned.

"You haven't recovered yet." Happy added, also worried.

The scarlet knight, however, ignored them and kept her focus on the battle. 'I just have to wait for it. I know this is crazy…but this is the only option remaining.'

The ground shook slightly from heavy footsteps as the imposing form of Vilgax stepped out of the dust cloud. Rage and frustration were both plastered on his face.

"This charade has gone on long enough. Time to end this!" Vilgax bellowed as his eyes glowed brighter.

'Now's my chance!' Erza dug deep into her magical reserves and mustered up enough energy to perform a re-quip.

When the golden-white light faded, Erza was adorned in a full-body navy blue and white armor suit. The breastplate was a navy blue with a lighter blue-belt like contraption around the waist, and three spikes lining the top that gave way to a white neck brace. The shoulder pieces were sectioned with a large spike dividing each section, the middle being the largest of the three. Attached to her elbows were two large white shields, and on the back of each hand gauntlet was a blue jewel. At the bottom of her chest-plate was a two-layer white metallic skirt with small spikes hanging on the end of each layer. Her legs were covered in sectioned armor that match the rest of her outfit with blue curving spikes attacked below the knee of the greaves. To top of the attire was a large spiked headdress atop her head.

"Whoa," Lucy gapped in surprise, "I've never seen that armor before."

"That's Erza's Adamantine Armor." Happy explained. "It's her ultimate defense armor."

"Defense armor?" Lucy repeated, bemused. "What's she going to use it for?"

Erza crouched down and launched herself forward, her armor granting her the ability to fly over short distances. The exact moment Vilgax fired his eye beams, the redhead wizard appeared a mere foot in front of his face and placed the two shield attachments on her armor's gauntlets together. Doing so created a cyan blue magical circle in front of her. As a result, the crimson beams deflected off of Erza's Adamantine Barrier and back into Vilgax's eyes.

The resulting explosion sent Erza careening back until she landed on her back hard and changed back into her blouse and skirt. Vilgax, however, was stumbling back uncontrollably with his left hand covering his eyes.

"AAAAAGGH!" Vilgax roared painfully. "MY EYES!"

Needless to say, the wizards and celestial spirit were taken aback by what just happened.

"Whoa…she-she…." Lucy stuttered in shock.

"She blinded him." Loke grinned. "Good work, Erza. Now he'll be easier to handle."

Gray had seen enough. With a painful grunt, he returned to his feet and walked forward, bearing through the pain. Loke and Natsu - who were about to resume their attack - turned to the raven-haired teen in confusion.

"What're you doing, Gray?" Loke asked.

"I've been waiting for the chance to do this. Now I have it." Gray responded.

Before the others could question the ice wizard, he summoned an ice platform to launch him into the air. An icy mist formed along his forearms and hardened into a pair of ice blades. He twirled his body and slashed his swords across Vilgax's face.

"Ice Blade: Seven Slice Dance!" he chanted.

Vilgax let out a gurgled cry of pain as he staggered back from the powerful slashes. Gray landed on a knee and the ice swords on his arms shattered, his breathing becoming rapid.

"Pft," Natsu scoffed. "You ain't getting the last word in this fight, Gray!"

A stream of fire shot out of Natsu's feet, propelling him toward Vilgax like a rocket. "Fire Dragon Sword Horn!" His head rammed straight into Vilgax's abdomen with a ton of force, sending the manifestation careening back across the street and crashing through a building.

In the process of getting head-butted, Vilgax had lost his grip on his sword which fell to the ground with a loud clang.

Erza sat up with a painful grunt and was breathing in much needed oxygen. Re-quipping into her Adamantine Armor had drained her quite a bit. She doubted that she would be able to re-quip again for a while. The sound of a metal clang made her look up and she spotted Vilgax's sword lying on the street ten meters in front of her.

The Fairy Queen stood up and walked over to the blade with a bit of a limp in her walk. She grabbed the sword by the hilt and effortlessly lifted it up. People who didn't know who Erza was would be surprised she could lift a weapon two times her size; however, to her friends, it was nothing out of the ordinary.

Suddenly, Vilgax ran back through the brick wall of the building he had flown into. The skin around his eyes was black and his skin was littered in slash marks. His vision had returned and the manifestation glowered at the Fairy Tail wizards with an expression promising unending agony.

Vilgax's purple eyes then fell on Erza holding his sword and examining it. A vicious growl escaped from the manifestation's throat. "You think you can use my own weapon against me?!" He held up his right arm and fired the Ruby Ray at Erza.

"Erza! Look out!" Lucy cried.

"Get out of the way!" Loke shouted.

Erza, however, remained calm and closed her eyes briefly before reopening them. She pointed the giant sword forward and, remarkably, turquoise crystal spikes sprouted across the blade and completely encased it.

The redheaded knight held up the sword and blocked the crimson ray. The crystals shined with a faint red glow as they absorbed the energy blast. When the attack ceased, Vilgax's mouth dropped in shock.

"Whoa…how did she…" Loke trailed off.

"Oh, I remember now." Gray said as he stood up. "We saw Vilgax use that move on Ben before in one of his memories."

"Oh yeah," Natsu replied, recalling that particular event where Vilgax destroyed Chromastone by absorbing his power.

"Looks like Erza remembered it too." Happy mused.

'Of course she does.' Lucy thought grimly. 'I doubt she'll ever forget that.'

"What?!"Vilgax yelled. "But how?!"

"You've made a grave mistake." Erza stated coldly as she wore a determined expression. "There is no sword that I can't wield."

The Fairy Queen pointed the sword at Vilgax and shot a dense, crimson energy beam at him and hit the manifestation squarely in the chest. The green behemoth was sent flying for a few meters before falling flat on his back.

"Everyone! This is our chance!" Erza announced urgently.

"Alright!" Natsu punched his right palm, a hungry grin adorning his face. "Let's smoke this fish!"

"Natsu…" Happy groaned, exasperated. "Do I really have to explain that you smoke fish with smoke and not fire again?"

"I got maybe one spell left in me. Better make it count," Gray proclaimed.

"NO!" The group turned to the redhead in confusion, and she quickly explained. "This sword can absorb energy. If we put all of our magic power into it, we can take out Vilgax with one final blow."

"You sure that's gonna work?" Loke inquired skeptically.

"Yeah," Gray added, "I mean, if it doesn't, we'll be defenseless."

"I'm not entirely certain it'll work." Erza answered bluntly. "But we don't have any other options. This is our only chance."

Without hesitation, Natsu got on Erza's right side and placed his hands on the crystal blade. "Well then, count me in!"

Gray smirked as he walked over to the opposite side of Natsu and put his hands on the sword too. "Like I'm gonna let Matchstick here hog all the glory." He remarked.

Loke stood by Gray and placed his right hand on the sword. "It's worth a shot. Besides, I've been meaning to get payback on that green bastard."

"Count me in too." Lucy said, standing by Natsu and putting her hands on the crystal.

"Aye," Happy chimed as he flew in-between Natsu and Lucy and laid his paws on the sword.

The Fairy Tail wizards concentrated and mustered up the magic remaining inside them and transferred it into the blade. For a moment, nothing happened. Then, the crystal sword began to glow brightly with scarlet, white, orange, blue, and gold colors.

"Lucy, I'm not so sure it's a good idea for you to be doing this." Loke implied, concerned. "You barely have enough magic as it is."

"I don't care." Lucy asserted firmly. "I'm not just sitting on the sidelines while all my friends risk life and limb. Even if I don't have enough power, it could make all the difference!"

Loke's eyes widened from the determination and courage his master displayed. It reminded him of that fateful night that she saved him from disappearing and convinced the Celestial Spirit King to accept him back into the Spirit World.

He smiled and turned forward. "Whatever you say, gorgeous."

The Vilgax manifestation groaned as he got back to his feet. He turned to the wizards in disdain, but it quickly vanished and was replaced with shocked dismay.

"What?!" he bellowed. "What's going on?!"

"Can't yah tell?" Natsu retorted; the fiery-orange flames engulfing his body began to course into the crystalline blade. "We're taking you down!"

"We may be no match for you alone, but together…" Gray paused as the icy mist cascading off his half-naked form flowed into the sword.

"…together, we can handle anything." Erza finished. "You're not standing in our way anymore, you monster!" Scarlet-colored magical energy wafted off of the re-quipping mage's body and streamed into the blade. "Now, face the power-"

"- of Fairy Tail!" the group declared simultaneously. "Unison Raid!"

"NO!" In a last ditch effort, Vilgax fired the Ruby Ray of Ulo at the team.

An enormous multi-colored beam of magical energy discharged from the sword. All of a sudden, tiny golden spheres that resembled stars started to form inside the beam and arrange themselves into patterns with yellow lines connecting them with each other. The patterns they formed were, in fact, two constellations.

The multi-colored energy of the beam gathered around the two constellations and began to form apparitions. The first took on the shape of a large lion with a great mane around its head, and the second formed the image of a powerful dragon with a serpent-like body and horns that curved backwards on its head.

These two fearsome creatures were the manifestations of Leo the Lion and Draco the Dragon.

Leo and Draco both released fearsome roars as they flew straight toward their target. The red ray that Vilgax had fired struck the Draco apparition, but proved ineffective and vanished completely.

The Entrapment manifestation was petrified and stared at the two incoming constellations in shock and horror. 'No. How can this be…?' he thought in dismay.

Draco opened its massive jaws and bit down onto Vilgax's right arm. Leo struck next and sunk its teeth into his other arm. The manifestation couldn't suppress a pain-filled roar from both of his arms being bitten into by the celestial beasts.

The dragon and lion both dragged Vilgax higher into the air. When they reached high above the city, the dragon and lion apparitions disappeared; the golden balls and lines connecting them circled around Vilgax and wrapped him in a net.

Astonishingly, the spheres shone even brighter and released every bit of magical energy stored inside them. Vilgax howled in utter agony from the intense onslaught as brilliant golden light enveloped him. The explosion pushed away all the clouds and lit up the sky like the sun.

A shockwave rippled throughout the city and broke almost every piece of glass in the buildings. The team below was blown off their feet and fell on their backs painfully. The brilliant light illuminated the sky for about thirty seconds before it started to dim and finally burn out.

Silence washed over the city as the calm soon returned. The Ultimate Team groaned as they slowly got up. Their bodies were screaming in pain and exhaustion. No one spoke a word as they examined their surroundings. Everything around them was a mess. The buildings were cracked and crumbled in places while the streets were cracked and torn apart. In short, the whole city was a wreck.

"Whoa…" Natsu uttered, breaking the silence. "That…was…AWESOME!" he yelled exuberantly.

"Aye, sir." Happy agreed, jumping into the air. He was unable to summon his wings due to a lack of magic.

"It actually worked." Gray smirked, and then grimaced when he felt the pain flaring through his body.

"We did it." Lucy whispered, smiling. "We won…"

Erza, who still wielded Vilgax's large sword in her hand, smiled and nodded. "Yes."

"Man, that's one way to win a fight. That was pretty cool." Loke commented. Seeing apparitions of Draco and his own constellation form out of the Unison Raid and destroy Vilgax was one of the most amazing things he had seen in a long time.

Loke's body began to shimmer and dissipate. He turned to Lucy with a charismatic smile. "I used up all my magic. You take care, beautiful." The Zodiac Spirit disappeared and returned to the Spirit World.

"You too," Lucy said.

"So…if we won the fight…how come everything's not fading away like it normally does?" Gray pointed out.

"Aye," Happy said, "that is a good point."

Before the group could ponder any further, something fell from the sky and crashed about twenty yards in front of them. The wizards and cat shielded their eyes from the dust and debris thrown up from the impact.

"What was that?!" Lucy cried.

The wizards looked forward and, when the dust cleared, they were met with a shocking surprise. Lucy and Happy let out surprised gasps while Natsu, Gray, and Erza stared in shocked disbelief.

Vilgax laid in a shallow crater, battered and beaten. His armor was cracked and scorched in various places. His body was littered in blood, burns, and bruises. The mighty Conqueror of Ten Worlds looked worse than when Ben defeated him in the Conqueror's Challenge battle.

A pathetic grunt escaped from Vilgax's throat.

"He's still alive!?" Natsu shouted incredulously.

"How the hell is that possible?!" Gray yelled in equal disbelief.

"Wait! Look!" Happy voiced, pointing at the manifestation.

Without warning, glowing purple cracks appeared on Vilgax's arms and torso, and began to spread across his body. Small fragments of the manifestation's body broke off and dissipated in a purple mist.

Erza sighed and started to calm down. "It's okay. His body is falling apart. We don't need to worry about him anymore." She stated.

"Ha-ha-ha-ha," Vilgax chuckled weakly, making the group tense up.

"What's so funny!?" Natsu barked.

Despite the fact that he was defeated and breaking apart, Vilgax wore a superior, smug smirk. "You…you are all fools."

"What'd you say?!" the Dragon Slayer yelled indignantly.

"Coming from the guy who's lying in a crater," Gray countered.

"You may have won this battle, Fairy Tail…but you've lost…the war…" Vilgax choked out and continued to cackle madly before his body finally broke apart and faded into violet mist.

An ominous moment of silence passed as the scene around them began to fade away into an empty void. The Ultimate Team looked at each other, unsettled by Vilgax's last proclamation.

"What do you think he meant by that?" Lucy asked, puzzled.

"No clue," Gray replied, crossing his arms over his chest. "But I didn't like the sound of it."

"Nor did I," Erza agreed, feeling disconcerted.

"Ah, who cares?" Natsu dismissed nonchalantly. "We won, didn't' we?!"

"Aye, sir!" Happy chimed.

The large sword in Erza's hand dissipated and faded away into nothingness, causing her to sigh in disappointment. "That's a shame. I was really hoping I could keep that sword. It could've come in handy in the future."

"Incredible," a familiar voice commented. The group turned forward to see Azmuth standing before them with a shocked mien on his frog-like face. "You actually won."

'These wizards…they never cease to amaze.' Ben's subconscious thought.

"Was there ever any doubt?" Natsu grinned brightly.

The entire group sweat dropped from the Dragon Slayer's comment.

"I dunno, Natsu." Happy said sheepishly. "I was kinda worried there for a while."

"That's putting it mildly." Lucy retorted.

"Flame-for-brain's just trying to act tough. He was as scared as the rest of us." Gray asserted.

"What'd you say, ice stripper?!" Natsu yelled heatedly.

"That's enough, you two." Erza ordered sternly, causing the two opposing elemental users' to back down. "Now's not the time."

"I must say I'm impressed by what you've accomplished." Azmuth admitted. "Even Ben had a hard time dealing with Vilgax, and you all came together and defeated him."

Lucy, Happy, and Erza smiled, the former rubbing the back of her head sheepishly. Natsu and Gray smirked and fist pumped, setting aside their rivalry momentarily.

"And I have good news!" Azmuth continued, keeping the group's attention on him. "There is only one more set of memories for us to go through before we finally reach the location of Ben's conscious mind."

The Ultimate Team perked up as their moods brightened considerably.

"Are you serious? That's great!" Lucy smiled, happy that they were getting very close to saving their friend.

"That's the best news I've heard all day." Natsu grinned.

"Aye," Happy agreed.

Erza let out a deep sigh of relief and smiled. "That's good. We're getting closer."

"Then I say let's get a move-on." Gray suggested. "After spending who knows how long fighting Vilgax, I'm sure we don't have much time left."

The rest of the group nodded in agreement.

"Indeed," Azmuth turned and summoned a bright greenish-white sphere in front of them. The Ultimate Team quickly walked into the memory gateway and moved onto the next step. Their long, perilous journey was nearing its final stages.

…

In the dark void, the mysterious character remained obscured in shadows and a dark cloak. The storm above him had grown stronger as purple lightning cackled throughout the sky more frequently and the roar of thunder had increased. The unknown individual, however, was focused on a white orb that floated inches off of his right open palm.

The orb projected images of the Ultimate Team's battle with the Vilgax manifestation. For the most part, it appeared that the wizards were clearly outmatched and would soon face defeat. They nearly did. But, in the end, the wizards defied the great odds against them and pulled through to defeat the mighty Conqueror of Ten Worlds. It was nothing short of astonishing!

However, it was the method that the Ultimate Team used to achieve their victory that caught the shadowy figure's attention.

"Remarkable," the shady character said, sounding impressed. "They combined their magic and performed a Unison Raid. That's quite an impressive feat." He swiped his finger on the orb and observed the Ultimate Team performing the Unison Raid.

When the playback ended, he hummed in thought before tossing away the orb, which dematerialized behind him.

"These wizards are certainly impressive. I never would've dreamed that they could overcome an opponent with the strength of Vilgax." the dark humanoid was silent for a moment before an ominous grin took shape on his face. "Fortunately, I planned for this outcome. Thanks to this battle, now I know what these wizards are truly capable of."

Without warning, the roar of the thunder grew louder and the wind picked up, flapping the unknown character's coat around; nevertheless, he remained unfazed despite the storm. He looked up to see blackish-purple clouds swirling above. Instead of a twister being formed, bolts of purple lightning shot out the clouds and straight down in front of the humanoid.

The shadowy being was indifferent as he watched the spectacle. The amethyst lightning bolts coalesced together to form a bright energy sphere that was approximately two meters in diameter; it hovered a meter or two off of the seemingly nonexistent ground. After the energy sphere appeared, the winds began to die down and the storm's strength lessened.

An eerie moment of silence passed as the cloaked character stared stoically at the purple ball of lightning. The silence was then broken when he spoke directly to the energy sphere, "The other manifestations have failed to stop those pesky wizards from Fairy Tail. However, their failures have been very beneficial in learning the wizards' strengths and weaknesses, and we are now fully aware of their upper limits."

"I see. What form would you like me to take, Master?" a dark, raspy voice asked from the ball of lightning.

"I've done some more peering through our host's memories. He has faced many great odds and powerful foes. But, just recently, I came across not one," the cloaked figure grinned manically, "but two enemies whose power was so great…not even the mighty Ben Tennyson could defeat them."

He held out his hand and two glowing crimson orbs appeared above his open palm. Each of the two orbs displayed scenes of Ben's past experience against a certain villain. The red balls hovered closer to the larger, violent lightning sphere and stopped until they were mere inches away from its electrified surface.

"You're free to choose whichever form you like; either way, those wizards will lose. Our host is clearly more powerful than any of them, and those two forms are of beings that not even he could defeat." The mastermind of the Entrapment paused and gave the amethyst sphere an acute look. "You are guaranteed to win. Do not let them come any further."

"I will not fail like the others before me. I will crush them!" the purple sphere exclaimed.

A glowing tendril broke off of the sphere to wrap around one of the crimson orbs and it was absorbed. As a result, the energy sphere brightened and red lightning began to crackle around the surface.

"Be sure that you do, but feel free to play with them if you want. Make them suffer before granting them death." The cloaked figure implied sadistically.

The amethyst-reddish sphere hovered upward and disappeared behind the storm clouds, leaving the Entrapment mastermind alone. A sinister smirk grew on his lips as he turned around to look at another smaller, glowing purple sphere behind him.

"It won't be long now." He glanced down at the second red orb in his palm and stuffed it in his coat pocket. "Just in case…"

…

The moment the Ultimate Team stepped out of the gateway, their magical energy and injuries had been fully restored and healed respectively. The wizards and cat were not sure how this was possible; nevertheless, they were grateful. After all, the team's epic battle against the Vilgax avatar had took everything they had and nearly killed them.

The group looked around to see that they were now inside of a rocky cave and the exit was roughly twenty yards in front of them. It was clear that it was nighttime outside, but strangely, red light was flashing from outside along with the sound of energy blasts.

"Why are we in a cave?" Natsu asked, irked that they weren't witnessing another battle.

"I was 'bout to ask the same thing." Gray said, stripping out of his shirt. "And where's Ben?"

The team turned to Azmuth, who was sitting on Erza's left shoulder plate as usual. The subconscious avatar looked around with a moderately surprised expression.

"I had no idea this would be one of the memories that we would encounter." Azmuth murmured while feeling unsettled.

"Why?" Happy inquired, flying closer to the frog-like alien. "Does something important happen in this memory?"

The subconscious manifestation nodded, and replied, "You could say that, yes. In fact, outside this cave is where Ben's greatest battle ever is taking place."

The phrase 'greatest battle ever' instantly got a certain Dragon Slayer and Ice-Make wizard excited.

"Sounds like fun to me!" Natsu said excitedly. "What're we doin' standing around in this cave? Let's go check it out!" He immediately bolted for the cave exit.

"Aye, sir!" Happy agreed, flying right by him.

"No way are you gettin' there before me, dragon breath!" Gray claimed as he sprinted right beside the pink-haired wizard.

"In your dreams, frosty!" Natsu retorted.

The fire and ice wizards left a trail of dust in their wake, leaving Lucy, Erza, and Azmuth behind.

Lucy sighed, exasperated. "Those three are real pieces of work." She shook her head and refocused. "Well, I guess we better go see what's going on out there."

Erza nodded. "Yes, and I'm curious as well."

"Trust me, when you all see what's happening out there, you'll wish you could forget it." Azmuth implied grimly. "Sadly, you won't."

Lucy and Erza glanced at the subconscious avatar anxiously. They didn't like the sound of that; especially the former.

"Uh…maybe I should just stay in here then…" Lucy squeaked timidly.

"Lucy…" Erza said with a reprimanding tone, without looking back at her.

The blonde-haired wizard slumped her shoulders and relented. "Fine. I'm coming…" she muttered as she slowly walked behind the redheaded knight.

As the two female wizards approached the cave's exit, they saw that Natsu, Gray, and Happy weren't moving a muscle and were staring up at the sky in a fixed trance. They were unable to identify their facial expressions because they had their backs turned.

"What's up with them?" Lucy wondered.

When the duo finally stepped outside, they looked up in curiosity and quickly discovered why the boys were frozen. Erza and Lucy's eyes widened immediately to the size of dinner plates and fear began to tremble through their bodies.

Hovering in the night sky was a gigantic, green octopus-monster! The creature's 'face' was comprised of a large mass of tentacles and possessed no mouth. It had dark brown armor plating on its head with a three-horned crest going down the center, and two hooked projections framing its big red glowing eyes.

The Ultimate Team continued to look up at the octopus monster in apprehension. The demons Lullaby and Deliora were frightening, no doubt; however, this beast, it was in a league of its own. It appeared that it could have spawned from the nightmares of the Black Wizard Zeref himself.

"W-w-what is that." Lucy stuttered, her voice shaking.

Natsu and Gray were rendered speechless and could only gaze up at the octopus-monster with frightened expressions and sweat drops running down their faces. Erza herself was having a hard time keeping her composure as she gnashed her teeth together nervously.

"That…is Diagon the Destroyer." Azmuth answered grimly. "He's a powerful demon god from another universe."

"A Demon God?" Lucy repeated, stupefied.

"And with the title 'Destroyer', I'm guessing he's hostile." Erza presumed.

"Extremely hostile," Azmuth asserted, narrowing his eyes at the giant demon.

Gray overheard the subconscious avatar and, needless to say, he was dumbfounded. Despite its demise, Deliora – the Demon of Destruction – still haunted the ice wizard's nightmares occasionally. That monster was terrifying enough, but Ben actually faced something like this?! A Demon God!?

"You gotta be kidding me." Gray muttered, still in shock.

Currently, Diagon was shooting red lasers from his eyes at one particular individual. He was a man whom appeared to be middle-aged, with long blonde hair, a shortened blonde beard, and blue eyes. What really made him stand out was that he was clad in fancy, silver knight armor – minus the helmet. The knight amazingly deflected the energy blasts with his sword.

"Who is that?" Erza questioned, her attention focused on the blonde-haired knight; more specifically, the sword he was wielding.

"That is Sir George." Azmuth answered.

"Sir George?" Lucy parroted.

"How come we haven't seen him before now?" Natsu wondered.

"Allow me to explain," the subconscious avatar said, "A long time ago, before the real Azmuth invented the Omnitrix, he created that sword in Sir George's hands: Ascalon. It was the most powerful weapon ever forged in Ben's universe and, quite possibly, the multiverse."

The wizards and cat looked at the little alien incredulously. Was he being serious? That sword was the most powerful weapon in the universe, and maybe the multiverse?! Was it even more powerful than Ben's Omnitrix?

"Over a thousand years ago, Diagon had previously come to Earth in the form of a dragon."

"Wait! A dragon?" Natsu uttered, fascinated by this revelation.

The subconscious manifestation nodded and continued with his explanation. "Like I mentioned before, Diagon is from another dimension. He had crossed over from his world and arrived on Earth. His goal was to conquer and enslave not just Earth but the entire universe."

"That's crazy." Lucy remarked.

"Yeah," Gray agreed as he rubbed the back of his head. "I didn't think things could get any crazier after seeing those memories of Ghostfreak, the Highbreed, and Vilgax. Guess I was wrong."

Now Erza's interest was piqued as she returned her gaze to the silver sword in Sir George's hands. "So, how did Sir George get this…Ascalon?" Erza inquired curiously.

"The real Azmuth gave it to him." Ben's subconscious avatar replied. "He was left with few options at the time and George's strong willpower made him immune to Diagon's mind control and being corrupted by the sword's power. This made him a prime candidate to wield the sword." He paused and rubbed the growths on his chin in thought. "I suppose I should mention that Sir George was also immortal. He has been alive for around two thousand years."

The eyes of the wizards and cat bulged out as they once again looked at him, dumbfounded. "What?!" they shouted simultaneously.

"Oh yes, I guess I forgot to mention that earlier, but that's beside the point." He shrugged nonchalantly. "Anyways, after a long battle, George succeeded in defeating Diagon and used the sword to carve out his heart and cast him out of the universe."

"Hold on! He cut out Dragon's heart?!" Natsu yelled in shock.

"Diagon," Happy corrected.

"But shouldn't that have killed him?" Gray pondered.

Azmuth shook his head. "Diagon is a nigh-omnipotent being. It'll take more than cutting out his heart to destroy him; however, it did severely weaken his powers enough for George to banish him back to his own dimension. After that, George kept the sword impaled in Diagon's heart for centuries to keep him from reclaiming it and his full power."

Erza turned her gaze back to Ascalon. The more she learned about it, the more intrigued she became with it. 'That sword…could it really possess such great power…?' she wondered.

A thought then ran across the redhead's mind as she glanced down to Azmuth. "Wait. Then how did Diagon-"

Erza was cut off as Sir George held up his sword to deflect a couple more energy blasts from Diagon. The octopus monster paused and glowered down at him.

"No threats? No clever words? Do you tire, George the Triumphant?"the dark, ominous voice of Diagon taunted.

George was panting heavily and could only respond with a hard glare. Two red energy beams fired out of Diagon's eyes, which came together midway and formed a single larger beam. Sir George was slow to raise up his sword and was about to be struck until a familiar purple crystal alien flew in front of the knight.

"Chromastone!" Ben shouted as he absorbed the energy blast, causing his body to glow brightly with the colors of the rainbow. "Give him a break," he said, pointing his thumb back at George. "He's two thousand years old, and he's been fighting ninjas all day. Of course he's tired!"

"Ninjas?" Natsu blinked in surprise. An impish grin spread across his lips as he brought up his scarf to cover his mouth like a mask. "Ooh, why didn't we get to see some ninja action? That would've been cool."

"Aye," Happy chirped as he sneakily lifted his head over Natsu's shoulder.

"Even with the giant demon god reigning fire from the sky, you still can't take this seriously?!" Lucy snapped with wide, white eyes.

Chromastone crossed his arms in front of him and then held out his arms to release a large multi-colored blast. Diagon closed his eyes and groaned in discomfort, cringing from the force behind the attack.

"If you got any juice left in the sword, now would be a good time to use it." Chromastone suggested before turning around and firing another ultraviolet ray at the demonic entity.

Sir George took a few steps forward and swiped his sword in the air, unleashing several waves of white energy. The combined force of Chromastone's blasts and the energy of Ascalon created explosions over Diagon's face; nevertheless, no damage was inflicted on the giant beast.

Diagon merely roared in aggravation.

"They're not even scratching that thing?!" Gray shouted in disbelief.

Erza could only marvel at the battle before her in amazement and apprehension. The fact that Ben had faced off against this 'demon god' was so unreal. How did Ben possibly manage to win this battle?

"It's power…it's unreal…" Erza muttered nervously.

"Aye," Happy nodded, his voice shaking. "The fish demon is really scary."

"It's not a fish it's a…yah know what…forget it." Lucy sighed in vexation.

Chromastone ceased his attack when the multi-color glow around his purple body disappeared. "That's it. I'm out!"

"Maybe not!"Chromastone turned around to see Gwen and Kevin running to get closer to him whilst George continued shooting energy slashes at Diagon. The others noticed that she was wearing a metal helmet on her head. That was odd. "How much power can you absorb?"

"A lot."Chromastone answered before looking at his cousin curiously. "Wait, why?"

Gwen put her hands together and reared her arms back to her right, and disks of pink energy known as mana manifested around her hands. "I'm learning to improvise. Magnus Vox!" She pushed out her arms and fired a pink energy beam.

"Gwen, what are you-Ugh!" Chromastone stopped when his body began to glow brightly as he absorbed the torrent of mana. "Oh." Realizing that his energy reserves were completely restored, he turned around and fired an even larger ultraviolet blast.

However, Diagon was no longer cringing or showing any signs of discomfort as Chromastone and Sir George continued their attacks.

"It's not flinching anymore!"Natsu exclaimed, shocked.

"They never were hurting him to begin with unfortunately." Azmuth voiced. "Diagon was merely irritated by Ben and George's attacks."

After the Crystalsapien had used up his energy, he glanced at his hands in confusion that his blasts no longer had an effect on Diagon. This momentary distraction allowed the demon-octopus to stretch out a tentacle and smite the Omnitrix wearer. Chromastone went careening back and crashed into the ground hard, a dust cloud being thrown up around him.

Diagon shook his massive head in irritation from the countless explosions bombarding his face. "This shall not continue!" He roared.

"He looks mad." Gray remarked wryly.

Out of nowhere, dark storm clouds appeared in the sky and began to spiral. The gigantic octopus-demon hovered higher into the sky and into the eye of the storm. Crimson lighting crackled through the clouds and thunder roared across the desert land.

"Whoa," Natsu and Happy uttered.

"Such power…" Erza murmured with wide eyes.

"What wizardry is this? Clouds cannot protect you from my wrath." Sir George claimed.

"Do not fear the clouds, George. Fear the lightning." Diagon said darkly as his red eyes glowed brighter.

Suddenly, a massive bolt of crimson lightning shot down from the eye of the storm directly at the knight. Sir George held up his sword to defend himself; however, this backfired greatly as the sword merely conducted the lightning into his body. George cried out in agony as he body was assaulted by the deadly energy. It was so intense that images of his skeleton flashed through the metal of his armor.

The lightning continued to strike Sir George until a bright flash forced Gwen, Kevin, and the Ultimate Team to shield their eyes. When the flash died down, the young, blonde-haired knight that was Sir George was gone and had been replaced by an old, bald-headed man with a white beard and wrinkly skin. His armor had been replaced with boots, dark blue jeans, and a grey button-up worker's shirt.

George dropped the sword to the ground and collapsed to his hands and knees. Horrendously, his body turned grey and began to crumble away into a cloud of dust.

The Ultimate Team gasped in horror from the scene. Lucy's eyes went wide as she covered her mouth in dismay. Gray clenched his teeth in a mixture of anger and fear, and then lowered his head in reverence. Natsu was petrified and could only stare at the scene with wide eyes. Happy's body shook as a frightened expression adorned his blue face.

Erza, meanwhile, clenched her fists and her body quivered as childhood memories of her Grandpa Rob's death played through her mind. Coincidently, her Grandpa Rob and this Sir George had also shared similar fates of being reduced to dust. She turned away and tried to control her emotions.

"Oh no…" Lucy whispered.

"That poor guy," Happy said weakly.

"Man," a few beads of sweat raced down Gray's face, "talk about a horrible way to die."

"I don't get it." Natsu said, confused. "You said this guy beat that dragon-octopus thing or whatever he is a long time ago. How did he die?"

Ben's subconscious wore an impassive countenance on his frog-like face as he continued to watch the scene play out. "Diagon underestimated Sir George the first time they battled, which is why he was able to defeat him. This time, however, Diagon was ready for him and did not hold back his power. Sadly, that is why Sir George failed and met his demise." Azmuth explained.

Meanwhile, with the Alien Force, Chromastone transformed back to Ben in a flash of emerald. The teen hero let out a pained grunt as Gwen and Kevin helped him out of the shallow crater he made when he crashed.

"It was working pretty good there for a while." Ben groaned.

"Ben," Gwen said in a sad tone, lying a hand on his shoulder. "George didn't make it."

Ben clenched his fists as an expression of anger and determination adorned his face. "Then it's up to us."

"We're right here with you, Ben." Kevin affirmed.

"Always," Gwen added with equal resolve.

"This is unbelievable." Lucy murmured. "How could Ben have possibly beaten something like that?"

"That's the thing." Azmuth lowered his head and closed his eyes. "We…uh…Ben, I mean…never defeated Diagon." He revealed.

This seemed to snap the team out of their shock of witnessing Sir George's death as they turned to the manifestation with dropped jaws. "WHAT?!" the group shouted.

"He never beat him?!" Natsu repeated with an incredulous expression.

"But that doesn't make any sense!" Gray argued. "If he never beat him, then how is Ben still alive?"

"There's something else that's been bothering me." Erza voiced. "If George left the sword impaled in Diagon's heart to keep him from reclaiming it, then how did he get it back?"

"Good question," Azmuth said. "The answer is-"

The subconscious manifestation was interrupted as the demon god in the sky declared, "Such is the fate of all who dare defy the will of Diagon."

"I'm skeptical…Master," the Ultimate Team turned to find that the source of the voice was none other than Vilgax. However, once again, his appearance had taken a drastic change compared to last time. His skin was a light green with darker green stripes on his arms, torso and legs while his body was completely bare of any armor. In addition, his eyes were now purple; it reminded the wizards and cat of the Entrapment manifestations they had previously battled.

Azmuth cleared his throat. "The answer is right there."

"Vilgax?!" Lucy cried out in shock.

"Not him again," Gray groaned in frustration.

Natsu scratched his head in puzzlement. Three bubbles displaying Vilgax's original look, gladiator look, and present form appeared over his head. "He looks different…again." he noted.

"Yeah, we got that." The ice-make wizard deadpanned.

"To answer your question, Erza," Ben's subconscious said, "after Ben's last battle with Vilgax in the ocean, he survived but was severely weakened. In order to regain his strength, he manipulated a group of Diagon worshippers called the Flame Keeper's Circle into thinking he was actually Diagon. They found Ascalon and Vilgax removed it from Diagon's heart and the sword restored his strength.

"After some manipulating on Diagon's part, Vilgax cracked the seal that separated his world from Ben's and was sucked in. Once Diagon had reclaimed his heart, he regained his full power and transformed Vilgax into his Herald." Azmuth concluded.

"I only caught bits and pieces of that." Natsu grinned, rubbing his head sheepishly.

"Aye," Happy agreed, "that's a lot to take in."

"So, Vilgax was Diagon's herald and he's now betraying him." Erza summarized dryly. "That's not surprising at all."

"What I'm curious to know is what does he think he's gonna accomplish going up against a monster like that." Gray pondered.

Erza then noticed the cylindrical machine next to Vilgax, and behind it manning the controls was his servant, Pysphon. The Fairy Queen narrowed her eyes in suspicion; though she did not know the warlord like Ben did, she could tell that he was up to something. Did it revolve around that strange machine?

"You presume yourself even capable of betraying me?" Diagon demanded angrily.

"I do." Vilgax replied, patting the machine by his side.

"What is he up to?" Erza murmured warily, narrowing her gaze at the conqueror.

"I know Vilgax is powerful and all, but I don't think this is a fight he can win." Natsu said, unconvinced.

"He's totally outclassed." Happy nodded.

"Have to agree with you there, flame-brain." Gray said, crossing his arms over his bare chest.

"Where are your clothes?" Lucy sweat dropped in annoyance.

Gray glanced down to see he was now in his boxers. Instead of freaking out as usual, he sighed in exasperation and closed his eyes. "Dammit…" he cursed crossly.

"I have won a great victory today, and I'm overflowing with generosity. Beg me for forgiveness. Debase yourself before my magnificence, and I may grant you a less agonizing demise." Diagon decreed darkly.

Vilgax narrowed his eyes in contempt and proclaimed, "Did you truly think I would allow you to conquer my universe? After I destroy you, I'm going to rule yours, as well as this one."

"No! I'm going to destroy your precious weapon, then consign you to an eternity of pain."

Vilgax remained unaffected by Diagon's threat and stood nonchalantly with his arms crossed over his chest. "Then strike me down," Vilgax challenged as the main body of the machine tilted up, "if you dare."

Without hesitation, Diagon fired two large, scarlet energy beams at Vilgax. The Ultimate Team figured that Vilgax was about to be killed, but were taken aback when his machine suddenly absorbed the energy through a small opening in the front. As a result, three panels that circled around the barrel of the machine started to glow a bright red.

"Fool" Vilgax spat.

"I can't stop!" Diagon cried out, distressed.

"What the-?" Gray lost his words as he stared at what was happening.

"Whoa," Natsu gaped, "what's goin' on?"

"I knew it." Erza said, gaining the others' attention. "The reason Vilgax is so confident…it's that machine!"

"Right you are," Azmuth clarified.

"But what's it doing?" Lucy asked.

"Of course you can't." Vilgax responded indifferently. "That machine isn't a weapon. It's a Vox Peniculus."

"Under normal conditions, this machine simply absorbs power," Pysphon spoke up, "draws it into itself."

"But my substance is power!" Diagon yelled as torrents of red energy were still being sucked out through his eyes.

"Yes. Most regrettable for you."Pysphon said impassively.

Diagon let out one final cry of anguish before he was engulfed in reddish-white light and pulled down from the sky. His body became smaller until it completely dematerialized into power and was finally absorbed into the machine.

The wizards and cat almost couldn't believe their eyes at what had just happened.

"Guess that explains what that machine was for." Gray remarked, wide-eyed.

"It was Vilgax?!" Lucy cried, with her mouth agape. "He defeated that demon god!?"

"Damn…can't say I saw that comin'." Natsu admitted.

"Aye," agreed Happy.

"Yes, as difficult as it is to believe." Azmuth responded before his expression became grim. "But it did not matter as a much greater threat arose from it."

"What do you mean?" Erza inquired, disconcerted by Azmuth's demeanor.

"You know what to do, Psyphon."said Vilgax.

Pysphon shifted the Vox Peniculus to point directly at the green warlord.

"Psyphon, don't!" Ben ran forward with Gwen and Kevin behind him. "With Diagon's power added to his own, Vilgax will be unstoppable!"

"Hold on…" Erza's voice began to shake when realization struck her like a lightning bolt. "Don't tell me he's going to-"

"Yes." Pysphon responded blankly. "That was, after all, the point."

He pressed a couple buttons down on the control handle, causing the machine to discharge a powerful red beam upon Vilgax. A scarlet energy dome formed around the squid-faced tyrant as another crimson ray fired from Vilgax's body and into the sky.

"No!" Ben shouted in horror.

Suddenly, Vilgax's body shot up into the sky and disappeared behind the storm clouds. Thunder rumbled across the sky as a new and even greater threat was about to make its presence.

"The Esoterica worshiped me because I look like Diagon."Vilgax's voice boomed across the land. The clouds moved out of view to reveal a gigantic squid head with light green skin, black lips, red glowing teeth, and evil red eyes. This was Vilgax's new demonic form! "Now I am the Diagon."

The Ultimate Team was rendered speechless as they stared at the scene in awed shock.

"Oh crap…" Natsu muttered, beads of sweat racing down his face. "That's not good."

"Yah think?!" Gray yelled frantically.

"T-this…isn't real, right?" Lucy murmured, afraid.

"I know it's a memory but you can't help but feel scared by what's goin' on." Happy shuddered.

"Vilgax by himself was powerful enough, but now he has the power of a god!" Erza exclaimed.

"The universe is mine, Tennyson. You won't thwart me ever again." Vilgax declared.

Ben walked over and picked up Ascalon, lowering his head in disbelief at the situation he was currently in. Gwen came over and grabbed his left arm, and then took Kevin's hand. Vilgax's red eyes shined brighter before he discharged two powerful scarlet beams at the Alien Force.

"Eo recedentia!"Gwen chanted and, in a flash of pink, the trio disappeared.

At that moment, the scene became distorted and faded into darkness. The eyes of the group immediately turned to Galvan sitting on Erza's left shoulder.

"What happened?!" Natsu demanded, anxious to know how the battle ended. "I gotta know!"

"Relax, dragon breath." Gray replied calmly. "It looked like Ben's cousin teleported them away before the beams could hit them."

Azmuth nodded. "Yes. Gwen teleported them to an abandoned Plumber base in Mount Rushmore, but it was no use. With his new powers, Vilgax easily found them."

"What was Mount Rushmore again?" Natsu asked, a question mark popping over his head.

"It was that mountain with the giant heads carved into it. Remember?" Lucy answered.

Natsu hummed for a second before the memory resurfaced in his head. "Oh yeah"

"What happened after that?" Erza inquired. "How could Ben have defeated Vilgax when he was that powerful?"

"You're about to find out." the subconscious avatar answered.

The setting around the team contorted and formed a new setting. Now, they were in the confines of a metallic room with advanced computers and machinery lining the walls. The team couldn't tell that they were actually in George Washington's carved head on Mount Rushmore due to the stone face being ripped off.

Gwen and Kevin were lying on the floor unconscious amongst a few pieces of debris. The imposing form of Diagon-powered Vilgax walked through an opening in the wall. He had reverted back to his previous form with the exception of a yellowish-white light shining off his body and licking at the air like flames.

Ben turned away from his fallen teammates and glared hard at his empowered archenemy.

"And here we are again. Me on the cusp of total victory, you…the last man standing, the only slim hope left in this world- this universe." Vilgax said. "Who will it be? Diamondhead? Swampfire? One of your tiresome Ultimate Aliens? Perhaps you have yet another new transformation to spring on me."

Despite the incredible odds against him, Ben remained calm and upheld a strong demeanor. "No transformations. Not this time." he smirked confidently. "But I do have one last surprise."

He reached down to the floor and picked up Ascalon and held it in front of him, gripping the hilt with both hands.

"Azmuth's sword!"Vilgax's eyes widened as he had completely forgotten about that weapon.

"Goes nicely with the watch, don't you think?" Ben remarked, holding up his left arm to show off the Ultimatrix.

Vilgax grunted as he effortlessly picked up a large piece of machinery. "I'm going to miss these little get-togethers." He reared back and threw the object directly at the teen hero.

Ben, however, held up the sword and sliced the machinery cleanly in half.

The group's eyes went wide in amazement from seeing the sword easily cut through the object. Erza eyed the sword in Ben's hand with anticipation.

The brown-haired teen glanced at the sword with a grin. "This is a good sword." He commented.

"I'll say…" Erza whispered, her intrigue for Ascalon growing by the second.

Vilgax remained unintimidated. "I'm not afraid of you."

"You should be." Ben countered, and then grinned. "I just figured out how to use this thing."

Ben held out the sword in front of him, causing a greenish-white energy to flow off of the sword and onto the brunette's body. When the flash died away, Ben was now clad in the same silver medieval knight armor that Sir George wore – only this time, he wore a knight's helmet on his head.

Needless to say, the group of wizards and cat were stunned by this new look. To Natsu, Gray, Lucy and Happy it reminded them of a certain redhead's re-quipping abilities.

"Whoa! I didn't know Ben could turn into Erza!" Natsu exclaimed in surprise before he bent over from a smack on the head by said 'redhead'.

"You idiot! That's not me!" Erza snapped.

"But it is uncanny." Gray remarked, rubbing his chin thoughtfully.

"I'll say," Lucy commented, "it's like he's a male version of her...armor and sword and all."

"As my old friend George used to say, 'Have at thee!'" Ben yelled as he charged forward.

Vilgax growled as he held up his right hand shot a purple ball of energy, and then raised his other hand and fired another violet energy ball. Ben tensed up as he held the sword in front of him and cut through the energy spheres, which immediately dissipated soon after.

The demonic-powered warlord then raised both arms and fired one, larger purple orb. Ben reared back the sword like a baseball bat and struck the sphere, sending it flying back. Vilgax did not expect this and his eyes widened in shock before the energy ball hit him dead-on.

He grunted as he was sent crashing through the wall and back outside. After colliding with a rocky outcropping, Vilgax easily shook off the hit and stood up; his body resuming in radiating a yellowish-white glow.

The nigh-omnipotent conqueror and the wielder of Azmuth's greatest creations charged at each other; the former's eyes burning with contempt for his most hated enemy whilst the latter wore a brave, determined expression.

The Ultimate Team kept their full attention on this epic scene with worry and anticipation.

"Somebody should have done this a long time ago."Ben stated.

At that instant, as Vilgax reared back his fist, Ben swiftly leapt forward and impaled his sword into the squid creature's chest. Vilgax howled in agony as the scene was blinded with bright yellow light. Ben swiftly jumped back and watched as the squid-man fell backwards into a pile of rocks. He had reverted back to his gladiator-like appearance, armor and everything.

"Ugggh...you...STABBED ME!" Vilgax gasped in shock.

"Wait...Ben stabbed him!" Natsu stared at the brunette, his jaw dropping in surprise.

"Don't be such a baby." Ben retorted as his placed the sword over his shoulder in a nonchalant manner. "I just took Diagon's power from you."

"Oh, well, that explains it." Natsu said calmly.

"SO, YOU JUST GET OVER YOUR SHOCK LIKE THAT!?" Lucy exclaimed.

"Sure, he just explained why he did it, and it worked for me." Natsu explained evenly.

Erza was speechless for a long moment as she stared at Ben longingly. "Astonishing…" Suddenly, the re-quipping mage's outlook shifted as she began to shine with fangirl-like awe. "That sword…that armor…it's incredible!"

"Erza," Gray snapped his fingers in the air in front of her face. "Stay focused."

Gwen and Kevin had regained consciousness and walked through the hole in the base.

"Kinda had us worried for a second," Kevin replied.

"I wasn't worried." Gwen stated confidently.

"What is it with redheads being all impressed and confident with Ben?" Natsu wondered.

"Aye!" Happy chirped.

"Then you are a fool." Vilgax stated. "You have the Ultimatrix, the Sword of Azmuth, and the Power of Diagon at your fingertips."

"Yeah, so?" Ben simply replied.

"I love how casual he responds to all that," Lucy commented with a sweat drop.

"You claim to be a hero. What will you do…with all this power?" Vilgax asked.

"Turn everyone on Earth back to human, for starters." Ben answered.

"You think too small." Vilgax chastised with a smirk. "We are alike, you and I. We take the universe in our hands and mold it to our will."

"Is that scum sucking creep actually comparing himself to Ben?" Natsu growled in agitation.

"Preposterous!" Lucy exclaimed.

"Bless you." Natsu said, causing Lucy to stumble in disbelief.

Meanwhile, the defeated Vilgax continued chiding Ben. "You say you want peace and justice. Use your power!"

"She meant that what he said was crazy, yah idiot." Gray scolded the rowdy Dragon Slayer.

"Well, excuse me if I don't speak foreign languages!" Natsu barked.

Erza clenched her fists in irritation and finally had enough. "Everyone be quiet!" she shouted, earning surprised glances and making Azmuth stare at her intently.

'So, she senses the seriousness of this situation.' The subconscious manifestation thought.

"With little more than a thought, you could wipe out ALL EVIL." Vilgax claimed, dangling the temptation in front of Ben like a piece of cheese on a string.

"I really could..."

Ben's words, thou softly spoken, shook the Fairy Tail wizards to their cores.

"He's...he's not ACTUALLY considering it." Lucy uttered softly.

"No way!" Happy denied. "No one who can turn into Rath would do something so uncool!"

Erza was absolutely shocked by what was happening. 'No. No…this isn't real.' She inwardly denied. A stray thought entered Erza's mind that made her wonder. Ben never mentioned this to her or any of the others – about gaining so much power.

Erza Scarlet then remembered when she first met Ben and he was explaining his origins. He had mentioned that his world and most of the universe was in a time of peace when he had been transported to their universe.

Did Ben save the universe by…altering it?

"Ben, what are you saying?!" Gwen exclaimed, just as shaken as the wizards were.

"He's saying the end of your struggles is at hand!" Vilgax explained smugly. "He can create whatever universe he imagines." The green warlord narrowed his eyes at his archenemy with a sinister smile. "Do it."

"Just wipe out evil..." Ben's eyes were distant, like he was staring off into the void.

"DO IT!" Vilgax ordered.

"No!" Erza swiftly grabbed Azmuth off her shoulder and shook him in anger. "Tell me it's not true. Ben didn't...he didn't really go through with this, did he!?"

Azmuth was silent and stared at her blankly.

"ANSWER ME!" Erza shouted, shaking in what seemed like anger but was mostly fear.

"Erza," Gray spoke softly, "it would explain things. I hate to admit it as much as you, but we don't know what Ben's world is like, or what it was like when he left it. He could have used those powers to purge the world."

"NO!" Erza dropped Azmuth and covered her face at the very idea. "We know him. H-he would NEVER do that!" she inserted firmly. "It would be changing peoples' very nature; forcing them to conform to his will."

Erza paused for a moment before continuing, "You were all there at the Tower of Heaven! He wasn't going to stand by and let Jellal resurrect Zeref and keep my childhood friends as slaves! The same thing with Phantom Lord! He fought alongside all of us to defeat those fiends who called themselves 'wizards' and rescue Lucy."

The scarlet-haired woman looked away from the group and toward Ben. Her body was trembling and could feel tears brimming in her left eye at a sight that affected her worse than seeing her childhood love betraying her to revive an ancient evil.

"I know him. He's selfless, caring, and understanding. He would never do something so cold." Erza grabbed at her throat, feeling choked up by her emotions and dropped to her knees.

Lucy and Happy quickly rushed to her side, but she ignored them and focused on the scene of Ben standing before Vilgax.

"Well, let us see if your faith in him is so assured." Azmuth said.

"Are you really considering taking moral advice fromVilgax!?" Gwen sputtered incredulously.

She then looked up as did the others to see a humanoid figure with black armor and green neon lines tracing over its form. It flew against the moon before it smoothly landed in front of Ben.

"I thought we agreed to make all our big decisions together." In the faceplate was a clear piece of green glass showing the face of a young girl.

"Ship's a good hunting dog. That's how you found me, isn't it?" Ben said.

"Ship!" the armored suit barked.

As Erza stared at the scene, she felt something in her chest clench tightly. Whoever this girl was…she could sense that she and Ben had a connection.

Natsu looked at Azmuth – who was standing on the ground in front of Erza – and asked, "Hey, who's the girl in the freaky armor?"

"That is Julie Yamamoto, and that 'freaky armor' is actually her pet Ship, a Galvanic Mechamor-" He paused when he realized he was talking to Natsu and needed to dumb it down for him. "-an Upgrade like the form Ben has." The manifestation lowered his head and closed his eyes, sighing. "Julie was also Ben's girlfriend."

There was a long pause before Natsu, Gray, Lucy, and Happy exclaimed in unison. "WHAT?!"

Erza, however, was silent as she stared at Julie with wide eyes and then lowered her head. She couldn't understand why, but she felt a pain in her from hearing this news. Why? Suddenly, flashbacks of her time with Ben played through her mind. All the way from her accidental kiss with him and the spa experience on the Volk Springs job, to their time together at Akane Resort.

She remembered that night she kissed him on the cheek while he was sleeping and what Juvia said to her after. 'But you cannot hide from your feelings, Erza. Sooner or later…you will have to face them.' Those words echoed in her mind.

'Could it really be true? Am I in love with him?' Erza inwardly debated. 'What else could it be?' She lifted her head and looked back to Julie. 'But, this girl, Julie…could she already have his heart?'

"Why didn't he ever tell us this!?" Lucy shouted at Azmuth, getting very worked up.

Azmuth surprisingly turned away and closed his eyes. "Because…" he paused, struggling to find his words. The manifestation let out a heavy sigh and murmured. "…because they're no longer together."

The words from Ben's subconscious had stunned the group. Erza felt conflicted with her emotions. A part of her was sad for Ben and the heartbreak he must've gone through with his breakup, while the other emotion was…relief.

"Whoa," Lucy muttered, "how'd they break up?"

"They…ugh…" Azmuth stumbled on his words, placing his hands on top of his bulbous head. "Look…it's complicated and…very hard to talk about. Please, drop it." He said, looking back at the group with a serious gaze.

Not wanting to press the issue any further or anger the manifestation, Lucy nodded.

Erza blinked in recognition. The way Azmuth was acting was similar to how Ben behaved during those times she inquired about what was bothering him so much. Did it have to revolve around this Julie girl?

"You know we all love you, Ben. But if you try to do this, you're the same as Vilgax, or Diagon, or Aggregor, or any of the others." Julie reprimanded.

"You'd try and stop me?" Ben's words came out mildly threatening, despite being in the form of a question.

This concerned the Fairy Tail wizards and to really focus on him. The tone of his voice was nothing like the Ben they'd come to know and care for during his time in their world.

"We would stop you." Kevin countered.

"You're not afraid of me?" Ben questioned.

The team watched as the Galvanic Mechamorph armor seemed to melt away from her body and revealed a black-haired girl with brown eyes. She wore a white t-shirt and skirt, wristbands, and white sport shoes. "You've never given me any reason to be afraid." Julie's words were soft, unafraid and loving.

"You're always telling me that I should use my technology to help more people." Ben reminded her in a scolding tone. "Now… I can help everybody at once!"

"Look, there's a line. I'm not sure where it is exactly," Julie said, frowning at her boyfriend, "but I'm sure this is way on the wrong side of it."

"Power is meaningless if it isn't used." Vilgax growled. "Do it."

"Be quiet!" Gwen shouted as she and Kevin ran over to Ben and Julie.

"Yeah, what she said!" Natsu called out.

"Aye," Happy nodded in agreement.

"Don't you see, Ben?" Gwen said. "It's the power. You're tempted - like I was tempted to go full Anodite."

"And like when I lost control of my powers." Kevin added.

"You can't force your answers on everybody. After everything we've been through, is this the way you want it all to end?" Julie asked incredulously.

Julie's words cut through to Erza quickly. It mirrored what her and Ben had gone through so far together. Her thoughts whirled as she felt a pull towards Ben…more intense than what she once felt for Jellal years ago.

She can understand how Ben was feeling at the moment – as conflicted and unsure as she was at the moment.

"Everybody stop talking. LET ME THINK!" Ben shouted in frustration as he walked away from Julie, Gwen, Kevin and Ship. He lowered his head and shut his eyes.

A bright flash enveloped the scene as various images quickly passed by the team.

"Hey, Azmuth, what's going on?" Gray shouted in alarm.

"Ben is currently going through all his memories in the last year." He coughed and corrected himself. "The most important, or emotional ones anyway"

The Ultimate Team watched as countless images of various events passed by. They were too weird, wonderful, or intense to believe if they didn't know Ben as well much as they did now. Some of the flashbacks they saw were memories that they had already witnessed, though they caught glimpses of a few they hadn't seen before.

Erza hugged herself at the images of Ben and Julie together.

There were so many memories and so many questions in the Fairy Tail wizards' heads. One answer was obvious though, their friend Ben Tennyson had gone through more crazy, dangerous adventures in the last few years than any of them had in their entire lives.

The memories finally stopped and they returned to the scene they were in before.

Ben opened his eyes and narrowed them in a determined fashion before turning to face his friends. He set both hands firmly on the sword, Ascalon.

Kevin and Julie got into a fighting position while Gwen held up her hands, which glowed with pink mana. Vilgax stared at his archenemy pointedly.

Ben raised Ascalon high above his head and a bright white light erupted from it; much to the wizards' astonishment. The light shot into the sky and spread in every direction. Everyone was temporarily blinded by the white light until it quickly vanished, leaving Ben holding up the sword with a smile on his face.

"What did you do?" Kevin asked, almost scared to hear the answer.

"What I said I was going to do." Ben replied.

The Ultimate Team braced themselves for what Ben would say.

"Turn every Esoterica on Earth back to human-with all the free will that goes along with that." Ascalon glowed and gave off a peculiar ringing sound as the armor on Ben's body dematerialized, leaving him in his usual hero attire.

The Fairy Tail wizards let out sighs of relief. Erza let out a gasping sob-like laugh, relieved that her fears did not true.

"Ahem." They all turned to Azmuth, who looked up at them expectantly. "Well...I think you owe us…uh, erm…Ben an apology for doubting him."

"Yeah, yeah. Tell him we're sorry that we almost thought he mind-controlled his entire universe into being his slaves." Natsu nonchalantly apologized.

"Natsu!" Lucy admonished.

"What?" Natsu whined.

"I wasn't worried in the least." Erza responded confidently as she stood up.

The group sweat dropped and looked at the redhead, unconvinced.

"Uh-huh," Azmuth remarked; an expression of clear disbelief on his frog-like face.

"Sure yah did, Erza." Gray muttered.

"Oh, Ben!"Julie ran up to him and wrapped her arms around his neck, kissing him deeply. Erza cringed and looked away. At that moment, she felt like someone had taken a cold blade and stabbed her in the chest. Lucy glanced at Erza with an empathetic look.

When the kiss ended, Ben wore a big, goofy smile. "That was totally worth giving up all that power." He commented.

Gwen and Kevin walked up, the former giving Ben a hug.

"Knew you'd do the right thing," Julie smiled, placing her hand on his right arm.

"Way to go." Kevin praised.

Ben frowned when a thought occurred to him. He held up the sword and looked at it questioningly. "Now all I have to do is figure out what to do with this."

Suddenly, a bright flash caught the group's attention as they turned around. When the light died down, it revealed the real Azmuth standing before them.

"I suggest you return it to its creator."Memory-Azmuth said.

"Hey, it's you again, Azmuth!" Happy remarked, pointing at the exact duplicate of the subconscious manifestation.

The avatar groaned in exasperation. "That is the real Azmuth – not me." he corrected.

"Azmuth!"Ben smiled as he walked up to the Galvan and handed the sword to him hilt first. The First Thinker merely touched the hilt and Ascalon broke apart into a green beam of light and disappeared into the night sky, catching the Ultimate Team by surprise once more.

They had been dealt with many of those during this crazy rollercoaster of an adventure in their teammate's mind.

"You were right. That's too much power for any-" Ben stopped when he saw that Azmuth had his right hand held out expectantly. "What?"

"The Ultimatrix – give it to me." the First Thinker demanded.

"HUH?" the Ultimate Team said, dumbfounded.

Ben frowned and held out his left arm. Suddenly, green energy sparkled along the gauntlet-like device that was the Ultimatrix before it unclamped from Ben's wrist. As soon as it fell to the ground, it disappeared in a flash.

"Wait, what's he doing?" Lucy said, confused.

"Why did he take his watch away?" Happy asked.

"But, Azmuth, I thought I'd proved I was worthy." Ben said in disappointment.

"He did!" Natsu inserted strongly. "He just saved his universe from Vilgax and didn't let that power corrupt him."

"That's gotta count for something, right?" Gray questioned.

Erza nodded with a serious expression. "Yes, it does." She said stoically. "And I'm sure the real Azmuth knows that too. He must be up to something."

"Heh," Ben's subconscious chuckled, "clever as always, Erza."

"As usual, you don't understand. You have proved your worth." Memory-Azmuth explained. "But this inferior copy of my Omnitrix isn't worthy of you."

Erza's eyes widened slightly as an idea of what was transpiring occurred to her. 'Wait…Azmuth took the Ultimatrix away because he didn't think it was worthy of Ben. Then, that means this is when Ben gets-'

"I don't…" Ben trailed off, bemused.

"Oh, for the love of- Look at your wrist!"Memory-Azmuth shouted in irritation, motioning toward Ben's left arm.

Ben blinked curiously as he lifted up his jacket sleeve to see a square, white watch with green highlights and green lines forming an hourglass shape over the black faceplate.

The team's eyes widened in recognition of the device. That was the same Omnitrix that Ben wore now.

"An Omnitrix?" Ben smiled, his eyes lighting up in excitement.

"The Omnitrix," Memory-Azmuth corrected. "An improved version I've been working on ever since you were given the prototype six years ago. And, despite my reluctance, I included the Evolutionary Function considering that you may need it in your future endeavors."

"I don't know how to thank you."Ben said, still surprised and excited over receiving a new Omnitrix.

"Keep doing the right thing." Memory-Azmuth smiled proudly.

"I don't suppose you'd consider giving me the Master Control?"Ben wondered, cocking a brow in anticipation.

The real Azmuth placed his hands behind his back and smirked. "Don't get too ahead of yourself there, Ben. You've still got a lot of maturing to do before that happens." With that, he disappeared in a white flash.

Gwen, Kevin, Julie and Ship regrouped with Ben, the former three with smiles plastered on their faces. Ben looked around at his friends, glanced down at his new Omnitrix, and then looked off in the distance with a confident smile.

The scene became hazy and faded away into darkness, leaving the Ultimate Team in a dark void again. Many things were going through the wizards and cat's heads right now. They had witnessed so many epic events in just one memory.

"Well…that was…intense," remarked Gray.

"Yeah," Lucy breathed, "you can say that again."

"That was so awesome!" Natsu yelled excitedly.

"Aye, sir!" Happy chimed in.

"Man, whoever knew Ben had so many cool adventures!" the pink-haired wizard said, punching away at the empty space. "I gotta say, I'm jealous."

"He's certainly been through a lot. That's for sure." Erza commented with a small smile. Her eyes then widened when she realized something. "Azmuth, you said that that was the last memory we would go through. Correct?"

The subconscious form was standing in front of the wizards, smiling. "Yes, it was. I thank you all very much for everything you done up to this point. You faced countless odds and prevailed each time. I can see why the conscious mind respects you all so much."

Natsu and Gray grinned roguishly whilst Lucy and Erza smiled. They couldn't help but feel good from Azmuth giving them his gratitude.

"No need." Erza held out her armored hand, still smiling. "You can thank us though after we save Ben."

"Or Ben himself can do it after he wakes up." Gray implied.

"Let's get a move-on. I can sense that the conscious mind doesn't have very long before the Entrapment moves in for the kill." Azmuth warned.

The Ultimate Team nodded in agreement.

He was about summon another memory gateway until, without warning, the blank void around the group began to contort. Red lightning sparkled and shot out in random directions around the wizards and cat.

"Huh? Hey, what's going?" Lucy inquired, startled.

"Yo! Azmuth, what gives?" Gray asked, spreading his stance and preparing himself for a possible fight.

Azmuth looked around in utter confusion, and conceded, "I…I don't know."

This was cause for concern as the team looked at the manifestation incredulously. Ever since they met the guy, he had always been able to provide an answer or explanation. Now, even he didn't know what was occurring?

"What do yah mean 'yah don't know'?" Natsu asked in disbelief. "You always know!"

The subconscious avatar turned to the Dragon Slayer with an irritated expression. "I'm not some all-knowing being! I have limitations, but…" he looked up at the sky that was now filled with dark purple clouds and red lightning, "I can say without a doubt…this is the Entrapment's doing."

The fabric of the void around them finally contorted into a new setting. Once the scene had completed developing, the Ultimate Team was now standing inside of a moderately small rectangular room lined with concrete brick walls and a metal roof on top.

"What's going on here?" Gray asked curiously.

The team turned to Azmuth, who was now sitting on top of Natsu's head. He blinked and stared at the scene with a surprised mien.

"This is odd." The avatar commented. "Every memory we've seen so far has been in chronological order. This one takes place just months prior to the Diagon incident."

"I don't understand. Didn't you say the last memory would be the last one we'd see?" Lucy asked.

"Yeah. What gives?" Natsu said irritably.

"The Entrapment Spell must be responsible for this." Azmuth replied, holding his chin in thought. "It must know now that we're getting closer to the conscious mind, and it's trying to slow us down."

"Wouldn't it just send another manifestation like it did before?" Erza questioned.

"Yeah," Gray added, "something doesn't feel right about this."

"Aye," Happy agreed.

"I can't say for certain what the Entrapment is planning right now." Azmuth said, lowering his head grimly. "But I know it can't be good, and its next move is coming soon."

The Ultimate Team was rather unsettled and frustrated by their current predicament. Just when they thought they were about to reach Ben, the Entrapment makes an unexpected move. Even Ben's subconscious was not fully aware of what was happening. Why was the Entrapment showing them this particular memory?

The wizards and cat then turned their gaze to the scene before them.

In front of them were Gwen, Kevin, and Max whilst Ben was hovering next to them in his Nanomech form.

Standing on the opposing side of the room was a humanoid being with light pinkish skin, four fleshy horns on his forehead, and long black hair. He wore a brown knee-length, open-chested tunic, baggy blue pants, and black calf-high boots. In the being's right hand was a tall, spear-like weapon.

Behind whom the Fairy Tail wizards could only assume was the villain was a ringed-shaped piece of yellow rock that had an apparatus of machinery connected to it. In the center of the ring was a wavy mass of bluish-white energy. However, what the group saw next really grabbed their attention. Lining the left wall were five, large tube-shaped pods with an equal number of unconscious creatures held inside. Under closer examination, the Ultimate Team recognized the beings to be aliens that they had seen Ben transform into: Water Hazard, NRG, Terraspin, Armodrillo, and Ampfibian.

"Hey! Those guys in the tubes! We've seen Ben transform into them before." Natsu pointed out.

"Hey yeah, you're right." Gray said.

"Who is that guy over there?" queried Lucy.

"That," Azmuth pointed at the pink-skinned humanoid, "is Aggregor."

"Aggregor?" Erza repeated. That name sounded familiar, and it took a moment of pondering before she remembered where she heard it from. "I believe Julie mentioned that name in the last memory."

The subconscious avatar nodded. "Aggregor was one of Ben's greatest foes. He is an Osmosian. His kind has the ability to absorb matter and energy; in fact, Kevin is half-Osmosian as well."

"That's how he's able to absorb metals and cover his body in them." Erza realized.

"Then how come those aliens are trapped in those tubes?" Lucy asked.

"Aggregor kidnapped those five aliens from their home planets with the intention of absorbing them to gain their full powers. But they managed to escape and crash-landed on Earth." Azmuth explained. "Ben came across each alien and originally thought he had saved them by having the Plumbers send them back to their own worlds, but Aggregor was one step ahead. He easily recaptured all of them."

"Wait! He plans on absorbing them?!" Lucy said incredulously.

"That's insane." Gray commented.

"Won't that kill them?" Happy asked nervously.

Azmuth nodded his head as he stared at the scene forbiddingly. "Ben had promised to save those five aliens and send them back home. When he had heard that Aggregor recaptured them, he and his friends went after him immediately."

"All right, Aggregor, it's over!" Nanomech exclaimed in a high-pitched voice.

Despite the gravity of the scene, Natsu and Happy snickered and struggled to hold in their laughter. It was hard to take Ben seriously with that voice!

Aggregor turned around with a frown sketched onto his face. He looked at the Alien Force with red eyes that showed no remorse. "I'd intended to take them back to Osmos, but you've forced me to improvise."

"You're overloading that Entropy Pump. In a few minutes, it'll blow!" Max yelled urgently.

"Entro- what?" Natsu said, scratching the side of his head in confusion.

"Entropy Pump. It's the machine that Aggregor's using to absorb the full power of those aliens." Azmuth answered.

"In a few minutes, I won't care." Aggregor shrugged nonchalantly. "I'll be ready to absorb the powers of all five of those aliens. I'll be unstoppable." He finished his statement with a sinister smile.

The Ultimate Team glared daggers at the Osmosian. His disregard for innocent lives angered them greatly.

Erza narrowed her eyes at the pink-skinned alien in deep thought. Aggregor gave off a sinister vibe that she hadn't felt after seeing Ben's other enemies. His demeanor was calm and menacing, and he seemed to be very cunning. 'Diagon and Vilgax were certainly powerful foes, but I have a bad feeling about this…Aggregor' she thought.

"Then we'd better stop you now." Gwen stepped forward and threw a disk of mana at Aggregor like a Frisbee. The mana disk hit the Osmosian in the side of his face, but it only caused him to grunt.

"You can't beat us all." Nanomech stated.

"Not without more power." Aggregor growled. He stretched out his left hand and touched the wavy bluish-white energy in the ring-shaped rock behind him. Blue lightning began to crackle out of the structure and randomly into the air.

"You can't do that!" Kevin protested as he stepped forward. "You know what it'll do to you!"

"What? Because I'm Osmosian? Because absorbing energy causes insanity?"Aggregor barked.

"Yes! Stop before it's too late!" warned Kevin.

"Lies!"Aggregor countered. "Told by the powerful to control the weak."

"Wait…absorbing energy causes Osmosians to go insane?" Erza asked curiously.

"Yes," Azmuth nodded, "that's why Kevin was insane when he and Ben were kids. He had absorbed power from the Omnitrix and it had caused him to lose control."

"Aggregor seems pretty insane already." Gray noted dryly. "How could he get any worse?"

"You'll wish you hadn't asked that." Azmuth retorted.

"Kevin? Is that why you-" Gwen stopped mid-sentence as Kevin resumed yelling at Aggregor.

"It's not a lie! It happened to me when I was a kid! You won't be able to help yourself. You won't be-"

Kevin's rant was cut off when Aggregor held out his spear and fired a blast of red energy into his chest, sending the Osmosian hybrid careening back.

"No time for a debate. My transfer mechanism is at full power!" Aggregor placed his hands on top of two poles, which had a coil apparatus wrapped around them.

All of a sudden, crimson energy began to flow out of the aliens' containment pods and down a set of wires that feed into the poles that Aggregor was holding onto. A reddish-white glow cast off of the Osmosian's body. Aggregor tilted his head back, closed his eyes, and gnashed his teeth from the enormous amount of power flowing into his body.

"Yes!"Aggregor's voice sounded deeper and more menacing.

Without warning, the air around Aggregor and his machine began to crack and shatter into pieces; surprising the Ultimate Team. A strange force then started pushing the Alien Force backwards. Gwen summoned a dome-shaped shield of mana in front of her and Max to keep them from being blown back.

"Whoa! What's going on?" Lucy said frantically.

"That machine is tearing apart the fabric of reality." Azmuth answered. "That's why everything around Aggregor is shattering into pieces."

"What's happening?!"Gwen yelled.

"The Entropy Pump's giving out. If we don't shut it off-" Max trailed off, thinking that the others already knew what would happen.

Kevin pushed forward but the force coming out from the Entropy Pump drove him back, and tore apart the green metal armor on his body. "The closer I get, the harder it pushes." He grunted. "I don't think I'm gonna make it!"

"I'm on it!" Nanomech called out, who was currently hanging onto a piece of wire dangling in the air. He slapped the Ultimatrix dial and, in a flash of emerald, Ben had turned into… "Humungousaur!"

The Vaxasaurian hustled forward and, thanks to his amazing strength, was able to push through the force being emitted from the machine. He pushed Aggregor aside and punched the Entropy Pump into pieces. As a result, the force disappeared and the fabric of reality around the machine instantly reformed.

"Good work, Ben!" Max praised.

"I'd have gone for the 'off' switch, myself." Kevin remarked, punching his open palm.

Humungousaur glanced back at the others in bewilderment. "There's an 'off' switch?" he said, dumbfounded.

"Who needs 'off' switches, when you can just punch it." Natsu grinned.

Lucy looked at the pink-haired Dragon Slayer, exasperated. "You know, Natsu, it wouldn't hurt for you to learn some self-control."

"Ain't that the truth," Gray muttered.

"You're just as guilty, Gray! And where're your clothes?!" Lucy snapped.

The ice-make wizard glanced down to see he had stripped down into his boxers. "CRAP! WHY MUST THIS HAPPEN?!" He panicked.

"All three of you be quiet!" Erza ordered, making the trio shut up instantly. "The scene is still going on. I fear something's about to happen."

"What're you talking about? Ben won, right?" Natsu said.

"Wrong." Azmuth responded. "Erza is right. It's not over; in fact…things are about to get much worse."

"Guys, the aliens are gone." Gwen said as she pointed at the empty containment pods.

"What happened to them?" Happy asked worriedly.

Erza's eyes widened as a frightening realization came to mind. "Oh no. Don't tell me he-"

A large clawed, grey hand reached out from underneath the wreckage of the machine, and grabbed onto the remains of the ringed-shaped rock. "That's because my plan succeeded!" Aggregor's voice called out.

Suddenly, a huge creature emerged from the wreckage and pushed the rubble aside. Humungousaur took a few steps back and gawked along with Gwen, Kevin, and Max at the being standing before them.

Aggregor's once pink flesh and humanoid form had undergone a horrid mutation. He towered over his opposition at an intimidating ten feet. His hands were grey with four-clawed fingers and port holes were visible on his palms. His legs and waist have turned blood red with black spots and grey spikes upon his feet. The front of his torso resembled a dark yellow turtle-like underbelly with four gaping holes on each side, counting eight in total. A bulky, dark green circular piece of armor was in the center. His unarmored back wais coated in yellow mechanical armor, as were his bulky arms that had jackhammer parts protruding from his elbows. As dark green silver face plate with three grill holes donned his neck. His head was blue and resembled a jellyfish-like creature with six long tentacles acting as hair. White lightning-like streaks are across his face, and his eyes have now become large and blood red.

"The aliens are all in me!" Ultimate Aggregor bellowed.

The Ultimate Team stared in shock and horror at Aggregor's new body. Needless to say, he certainly looked frightening and intimidating. The group was then struck with the terrible realization of the five aliens' fates.

"He…he killed them." Natsu continued to stare at the scene with wide eyes. The ire inside of him was steadily boiling.

"Ben was too late." Lucy murmured sadly.

"That heartless monster!" Erza growled, narrowing her gaze in derision at Aggregor.

Even though they were angered by what Aggregor had done, they couldn't imagine how Ben must've felt. They focused on Humungousaur to see what he would do.

"You...killed them!" Humongasaur said in a soft, horrified voice as he narrowed his eyes at the mutated Osmosian.

"I absorbed them. All their power is mine." Ultimate Aggregor gloated sadistically. He held his hands up, which cackled with blue electricity to prove his point.

Suddenly, with a speed unusual for his massive form, Humungousaur slammed into Ultimate Aggregor and crushed him into the nearby wall. He then dragged the mutated Osmosian across the concrete wall before hurling him to skip across the other wall and fall on the other side of the room behind Gwen, Max, and Kevin.

"Whoa!" Gray exclaimed. "That is ONE angry lizard!"

"Well, what did yah expect?" Natsu remarked, glaring hard at chimera. "The guy just witnessed the people he promised to protect get...ABSORBED by Aggregor!"

Erza watched in surprise as Humungousaur charged at Ultimate Aggregor, making Kevin jump to the side to avoid being trampled. The Vaxasaurian kicked the alien chimera straight through the wall and outside the building. Humungousaur was quickly chasing after his target.

The Fairy Tail group followed after the dinosaur-alien and gawked as Humongasaur grabbed a US Army jeep, lifted it overhead, and slammed it down onto Ultimate Aggregor.

"So…remind me NOT to make Ben, really, really mad." Natsu muttered fearfully to Happy.

"Aye," Happy said, shivering.

Humongasaur grabbed Ultimate Aggregor by the neck and lifted him up high only to sucker-punch the mutated Osmosian clear across the abandoned military base known as Los Soledad.

"Look at him go!" Lucy shrieked.

Erza continued to stare solely at Ben, who continued his beat-down on Aggregor without restraint.

"I shouldn't be so attracted to this blatant show of berserker rage." Erza whispered, biting her lower lip. "But I am..."

"Oh, are you?" Azmuth, who had suddenly appeared on Erza's left shoulder, snickered. "I'll be sure to let Ben know."

"AHHH!" Erza yelped in surprise. "I didn't know you were…I… y-you better not!"

"Oh, don't worry. I doubt he'll even know. I am his 'subconscious', after all." Azmuth teased with a coy smile. "He won't be 'conscious' of it, obviously."

"Still..." Erza blushed, flustered over being caught off guard saying something so embarrassing.

Luckily for her though, the others attention was stuck on the smack down Ben was giving Aggregor. Amazingly, the Ultimatrix bearer lifted up an entire two story building and hurled it directly at the mutated Osmosian. The house and Ultimate Aggregor went crashing through several more buildings before coming to a stop to form a large pile of debris.

The Fairy Tail group stared in shock at their friend, who was panting from rage and exertion. When he was about to walk away, his eyes widened as he heard a groan from underneath the wreckage.

"Aggregor's still alive!?" Lucy screamed, shocked.

"It's not possible! Not after all that!" Happy exclaimed from Natsu's shoulder, using said Dragon Slayer's scarf to cover his head in fright.

Humungousaur dug through the rubble to reveal a groaning Ultimate Aggregor.

"You want some more!?" Ben bellowed, raising his arm up to prepare to punch the Osmosian.

"He's going too far!" Erza cried out in alarm. "He has to stop!"

As if to answer Erza's plea, a pink glowing bubble engulfed Humungousaur's fist before it could make contact with Ultimate Aggregor's face. Ben looked over his shoulder to see the mana connected to a stern faced Gwen.

"Let go of me!" Humungasaur shouted.

Natsu and Gray could've sworn they felt a shiver go down their spines from the glare the redhead sent her cousin. With that, Ben spared a glance at Aggregor and let out a sigh as the bubble disappeared.

"Sorry, it's just…what he did." Humungousaur panted in anger and exhaustion. "I lost my-"

"Ha-ha-ha-ha-ha-ha." Everyone looked up in surprise at the evil laughter, coming from Aggregor!

"That doesn't sound good." Lucy whimpered.

"Evil laughter after a vicious beat-down from the hero never is…" Azmuth drawled.

The Galvan manifestation of Ben's subconscious was correct. Ultimate Aggregor rose to his feet unharmed, not even a scratch was present on his body.

"Is that thebestyou can do?" Aggregor asked. He walked up to a sneering Humungousaur with a leering smirk. "Because I didn't feel a thing."

Humungousaur narrowed his eyes and attempted to slam his hands together on Ultimate Aggregor's head; however, he was horribly shocked by a bluish-white electrical field that the Osmosian emitted. Ultimate Aggregor then reared back his right arm and backhanded one of Ben's strongest forms into a building easily.

"BEN!" Erza shouted.

Without warning, the entire scene blacked out and left the team standing in a dark void, despite the white sun centered in the sky.

"Hey! What happened to the fight?!" Natsu shouted.

The sound of thunder roared across the void as purplish-black storm clouds rolled in.

"What's going on, Azmuth? Why did the memory fade?" Erza questioned the small alien on her shoulder; however, instead of responding, a fearful look began to cross his face.

"Oh no…." Ben's subconscious avatar whispered as the sky above darkened.

The Fairy Tail wizards looked up to where the sun was only to see a solar eclipse. The sky was then filled with purplish-black storm clouds that rumbled with thunder and amethyst lightning that flashed through them. It was clear that chaos was about to ensue.

"What's happening!?" Lucy asked in a panicked tone.

"I don't like the looks of this." Gray muttered as he felt like something bad was coming.

"It's him." Azmuth grimaced. "I should've known the Entrapment would send him next."

The storm clouds began to swirl as if a twister was about to form and hundreds of lightning bolts shot into the open swirl in the clouds, forming a sphere of purple-reddish lightning that enveloped the eye of the storm.

"What's the hell is going on!?" Natsu bellowed. He and the others shielded themselves from the savage winds that began blowing from the clouds like furious gale force winds.

"Brace yourselves Fairy Tail! Here he comes." Azmuth yelled while hanging on to a lock of Erza's scarlet hair to avoid being blown away.

"Who's coming?" Erza questioned dreadfully.

Before the Galvan could speak though, a sudden burst of power exploded from the vortex in the sky and forced everyone to shield their eyes from the blinding flash. When the light died down and they regained their sight, the group looked to the sky to see the storm clouds were gone but the sphere of purple-reddish lightning was still there.

They looked to it apprehensively before it began to descend to the ground, stopping a few yards away from them as the shadowed silhouette of a figure began to form inside.

"Something tells me that's our next opponent." Happy fretted as he hid behind Lucy's leg, who also wanted to hide behind something after seeing the terrible display of weather.

"Stand your ground and get ready." Erza said while summoning a sword.

Gray and Natsu took on their fighting stances whilst Lucy reached for a gold Zodiac key on her keychain.

A moment later the sphere faded from existence to reveal a familiar figure...Ultimate Aggregor. A frown was etched across the newly formed manifestation's face as he stared at the Ultimate Team with his deep purple eyes.

"We're doomed." Happy moaned.

…

A/N: Damn! So, the manifestation of Ultimate Aggregor has arrived. Tremble in fear!

I gotta say… this chapter turned out much longer than I anticipated. I was going to split this chapter in-half and put the rest in the next chapter. But considering how long I'm taking to update lately, I figured I'd give you fine readers something long to read until I can finish Chapter 30.

Hopefully this makes up for my months of tardiness.

First, I'd like to apologize for being so late. College and work have been really hectic, and when I do find free time…I'm in no mood to write. This was the hardiest chapter I've ever written, to be honest.

I'd love to extend a grand thank you to Star Saber21, Vanessa Masters, and Masamune X23 for their assistance in writing this chapter. Couldn't have done it without these three fine authors to help me get over the hump!

I'd also love to thank all you amazing readers for your patience. I know it's not easy waiting for a story you like to read. Trust me, I know the feeling. I just hope the length of this chapter makes up for it.

I hope the battle with the Vilgax manifestation was exciting and the ending was believable. Figuring out how the Ultimate Team could overcome the power of Vilgax was no easy task. Thankfully,Star Saber21 had many ideas for this fight. Kudos to him!

So, over the past couple months, I've been getting a lot of anonymous reviews demanding I update quicker and spouting all kinds of BS. I'm sure they're from the same person, of course. You know who you are! If you're reading this, just calm down. My life doesn't revolve around FanFiction. It's a hobby. Slow updates are to be expected. Get over it. And in case you didn't know, I can't respond to anonymous reviews. Stop posting them over and over as if I'm going to reply to them. I can't!

Alright then, time to wrap this up.

Next chapter – Entrapment, Part VII: Loved and Lost – The final battle kicks off between the Ultimate Team and the Entrapment Spell.

I usually give more of a summary, but not this time. HA!

Anyways, in case I can't update in time, hope you all have a wonderful holiday season.

Please leave any comments or critique in the review box. Flamers will be enslaved or destroyed by Diagon.