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

31. Chapter 31

A/N: I took the liberty of making a cover sequence for this arc. TallGuy94 provided the cover and ending songs and some suggestions for the cover animation sequences as well. Props goes out to him! The video link for this song can be found on my profile if you're interested. Anyways, on with the show!

…

Insert song: "Kanzen Kankaku Dreamer" by ONE OK ROCK

0:09 – 0:32 = It's a clear day and the sun is shining down on the newly built Fairy Tail guild hall. Camera zooms in past the gates and inside the building. Ben watches his friends in Fairy Tail brawl in the guild hall, shakes his head with a smirk, and activates the Omnitrix to stop them. Ben's eyes then flash purple and a hole opens up in the floor underneath him, causing him to fall into an abyss of black and purple.

"Ultimate Fairy" title card rolls up and the Fairy Tail emblem is then slapped on the end of it.

0:38 – 0:58 = In a flash of gold, the Ultimate Team arrives in a greenish-black void with emerald clouds, and floating throughout the void are thousands of bright white orbs. They look around in awe at the scene. Azmuth suddenly appears on Erza's shoulder, flashing a peace sign and startling the group.

A dark storm cloud rolls in with purple lightning cackling within it. Suddenly, the scene changes and they are now in an abandoned desert town. The Entrapment manifestations of Kraab and Sixsix stand before them. The former holds out his large pincer and yellow energy charges in-between it while the latter deploys his handheld blasters and laser tentacles on his back. With determined expressions, the group gets in battle stances and rush forward.

0:59 – 1:08 = Erza's face rolls up from the right side of screen with a downcast look. Images of Wally, Sho, Millianna, Simon, Jellal, and Grandpa Rob locked in a prison cell, all smiling, play in the background. Flashback-images of Ben and Erza's mission to Peony then play. Erza accidentally kissing Ben who was unconscious, washing his back in the spa while his face is burning red and his eyes are wide white circles, and finally them both walking and talking casually back to the guild hall. The images fade away and she looks up in determination.

1:09 – 1:18 = Ben's face rolls up from the left side of the screen with a pained downcast look. A silhouette image of a girl with short hair appears in front and fades away. It is replaced by a fiery scene with the black silhouette of a large, broad-chested being in the background. It has spikes on its legs, hips, arms, shoulders, and four curved spikes extending upwards from its back; its crimson eyes and yellow star marking on its neck then shine brightly, making Ben's face contort in rage.

1:19 – 1:22 = Erza is running in a black void and stops when she sees Ben – who has his back turned to her – and smiles. He glances back at her with a solemn look and looks away as he appears to move further and further into the darkness. Erza's eyes widen in shock before she panics and runs after him, tears brimming in her eyes.

1:23 – 1:32 = Lucy lies on the ground with a bruise on her face. Natsu and Loke both lunge at Entrapment Ghostfreak in the air; the former's body engulfed in flames and the latter's shining in golden light. Natsu and Loke both wear furious expressions as they rear back their flaming and brilliant fists, respectively.

The scene then transitions to Gray, Lucy, Taurus, and Erza (who is in her Black Wing Armor) fighting off hordes of DNAliens. Up in the air, Happy is holding Natsu and is in an aerial battle with a Highbreed. The Highbreed holds out his hand and fires darts while Natsu puffs out his cheeks and exhales a Fire Dragon Roar.

2:20 – 2:39 =The Ultimate Team is now in a black void and prepare to attack, but are confronted by a familiar crystal tower, shocking them. At the top is the mysterious character, the lower half of his face exposed and revealing a grin. Hovering in the air below him with smug smirks are Vilgax (on the left) and Ultimate Aggregor (on the right). The team glares up at the manifestations and charge forward.

Happy carries Natsu in the air, Lucy jumps up and summons Loke, Gray casts Ice-Make: Arrows, and Erza re-quips into her Lightning Empress Armor. Vilgax pulls out his sword and deflects the arrows, and then deploys his shield to backhand Natsu & Happy away. He clashes his sword with Erza's Lightning Staff for a moment before striking her, sending her careening back.

Loke casts his Regulus Gatling Impact, which slams into Vilgax's shield and sends him flying back.

Natsu & Happy regain control and the former unleashes a Fire Dragon Roar, Gray casts Ice-Make: Lance, Loke casts Regulus Impact, and Erza uses Lightning Cyclotron. The four attacks come together in a powerful beam and head straight for Ultimate Aggregor, who is nonchalant and grins manically.

3:55 – 4:04 = Ben and Erza are in a black void with dark amethyst energy enclosing around them. Ben is on his knees in exhaustion and an emotionless look on his face. Erza places both hands on his cheeks and slowly pulls his head closer. Just as she's about to kiss him, the scene fades away and is replaced by the official Entrapment Arc cover.

…

Ultimate Fairy

Chapter 31: Entrapment, Part VIII

Loved and Lost

…

With a startled gasp, Erza's eyes snapped open as she looked around in alarmed confusion. Last thing she recalled was being pulled into the purple orb that held Ben's conscious mind inside. Now, she was standing in a black empty void. The injuries sustained in her fight with the Entrapment Spell avatar were still present, making it hard to stand but her incredible endurance helped her fight through the pain.

The scarlet knight looked around the void but saw nothing. "Hello…!" her voice reverberated out into the seemingly endless space. "BEN! Are you here?! Where are you?!" the only response she received was the echo of her shouts.

Then, without warning, another flash forced Erza to shield her eyes. When the light died away, she lowered her hands from her face to find herself in a new setting. Erza quickly studied her surroundings.

She was standing on a sidewalk in the middle of a suburban neighborhood. All the houses had unique color schemes and designs, but two similarities were that they were lined up evenly along the black road and appeared to be only one-story tall.

Erza blinked in bewilderment. The re-quipping mage had never seen a neighborhood like this before; however, that didn't matter. What did matter was how and why she was here?

'I don't understand. Isn't Ben supposed to be here?' pondered Erza.

Erza glanced to her right and saw a slick black sports-car parked on the side of the road in front of her. She was about to pass it off as another construct of the scene until she spotted a familiar emblem on the hubcaps of the car: the Omnitrix symbol.

The redheaded wizard walked closer to the car to examine it more closely. "This must be Ben's car…." she presumed. "It does match his color scheme…plus I've only ever seen that symbol associated with him."

Erza was pulled out of her musings by the sound of a door opening. She turned to the source of the noise and gasped lightly. There he was!

"Ben…" she spoke softly.

Ben was walking out of the house in front of her, and he was sporting a different outfit. He wore a pair of white and green sneakers, brown cargo pants, and a white hoody jacket. The jacket itself had two green stripes on the upper arms of both sleeves, green sleeve cuffs, and a bold green number ten emblazoned on the left pectoral. His brown hair also seemed to be a bit shaggier and unkempt than it normally was.

"BEN!" Erza was about to rush over to him until someone else walked out with him.

It was Ben's old girlfriend, Julie Yamamoto. She wore a pair of white tennis shoes, a white skirt, and a black shirt with a pink hoodie on top. A white leather purse with a long, thin strap dangled from her right shoulder.

Julie looked at Ben with a bright smile and a loving gaze in her brown eyes. Ben had a similar look only he expressed it with a sheepish smile. Julie giggled at this, increasing Ben's apparent embarrassment as a light tint of pink donned his cheeks.

Erza paused and could instantly tell from that brief interaction that the two were in love. She clenched her fists and looked away; the redhead could've sworn that she felt a sharp pain in her chest. Erza shook her head and refocused, not allowing her personal feelings to cloud her judgement. She looked back at the couple to see they were walking along a concrete path towards Ben's car and were talking casually.

"I see you have a new outfit, Ben." Julie pointed out.

"Yeah, I figured with the new Omnitrix that I should wear something different." Ben responded. He then looked at her quizzically. "Do you like it?"

Erza quickly realized what was going on. 'I'm seeing another memory. But why?! Why am I seeing this instead of Ben?' she thought. 'Perhaps I have to watch this memory before I see Ben, much like we did before having to fight those manifestations?'

Julie hummed and rubbed her chin with her thumb and index finger in a thinking manner. She circled around Ben and looked him over, studying his new attire attentively. Ben blushed slightly at this, thinking that any passerby would get the wrong idea.

When the Japanese-American girl circled around in front of Ben, she replied, "It's not bad; although, I think it makes you look a little more…what's the word… juvenile."

"Juvenile?" Ben parroted, taken aback as he looked down at his clothing. "Seriously?!"

"Yeah, I think your old outfit suited you more and made you look more mature. This one looks like what a tween or thirteen-year-old would wear." Julie continued.

Erza hummed and studied Ben for a moment before nodding in agreement with Julie's assessment. The outfit he wore while part of Fairy Tail suited him more in her opinion as well.

"Huh…" Ben rubbed the back of his neck sheepishly as he looked down at his outfit. "Yeah, I was kind of worried about that. So, are you okay with going out with someone who's wearing kid's clothes?"

Julie giggled at her boyfriend's teasing and hooked her left arm through Ben's right. "My parents may not approve, but it'll be our little secret." She teased. "So where are we going tonight?"

Erza folded her arms under her ample chest and diverted her eyes to the ground uncomfortably. 'Of all of Ben's memories, why do I have to see this one?' She thought glumly.

"Well, I was planning on taking us to-" Ben was cut off by an electronic beeping. He pulled up his left sleeve to see that the Omnitrix faceplate was flashing green. "Looks like I'm getting a call." He looked at Julie, frowning. "It might be important."

"Then, you should answer." Julie replied, a hint of slight disappointment in her voice.

Ben tapped the faceplate and a holographic projection of a certain Galvan scientist appeared above the Omnitrix.

"Tennyson!" Azmuth yelled. "We have a situation!"

"Azmuth? What's the problem?" Ben asked curiously.

"The 'problem' is Vilgax!" the creator of the Omnitrix responded, alarmed. "Somehow he managed to bypass Galvan's planetary defenses and his drones are causing havoc across my home world."

"Vilgax?!" Ben and Julie said in sync.

Erza remained silent and listened to the conversation attentively.

"I don't understand. I thought he was locked up in the Null Void Incarcecon in solitary confinement." Ben mentioned, sounding confused. "How could he have escaped?"

"I'm sure his lackeys are to blame. I'm afraid I don't have all the details on his escape yet." Azmuth responded.

"No doubt Pysphon was involved in it." Ben muttered under his breath.

"Most likely, but that's beside the point. Our military force was taken completely by surprise and is scattered across the globe. I'm currently organizing them in an effort to destroy the drones but we Galvan can't handle Vilgax too. To make matters worse, the Plumber forces won't make it here in time." Azmuth sighed grouchily. "We need your help, Ben Tennyson."

A confident smirk bloomed on Ben's face. "Don't worry, Azmuth. You can count on me. I'll get Gwen and Kevin, and we'll be there-"

"There's no time for that!" Azmuth argued. "I need you here now! I've already contacted your grandfather and I'm sure he's informed your team already." In the hologram, it showed Azmuth typing on a white remote-like device. "I'm preparing to teleport you to Galvan Prime, so be ready."

Ben nodded in understanding before he turned back to Julie with a regretful look. "Julie…I'm-"

Julie smiled ruefully. "It's okay, Ben. I get it. It's like I said before, this all comes with the territory when you're dating a superhero."

Ben frowned and looked at her regretfully. "Julie, I promise I'll-"

"However," she interrupted, "that doesn't mean I'm going to sit on the sidelines like I always do. I'm coming with you this time." she gave him a serious look.

"W-what?!" Ben stuttered, shocked by his girlfriend's declaration. Even Erza was taken aback.

'From what I've seen, Julie doesn't have any special capabilities. Why would she insist on going to an extremely dangerous situation?' Erza pondered.

Ben was clearly thinking along the same lines, "Julie, I understand you want to spend time together, but this is serious. I'm heading into a warzone."

Julie smirked and pulled out a black smartphone with familiar green circuitry patterns out of her purse. "Ship…battle-mode."

"Ship!" the phone chirped.

All of a sudden, the phone turned into a black tar and covered Julie's body. It expanded until it shifted into a ten-foot-tall, heavy-duty battle armor with neon green lines and a green facial visor showing Julie's face.

"Then it's a good thing I brought battle armor." Julie quipped.

"Julie, no." Ben said seriously. "I can't let you."

"I helped fight the DNAliens and the Highbreed. How is this any different?" the raven-haired girl demanded.

"Because this is Vilgax!" Ben retorted.

"We don't have time for this!" Azmuth barked angrily. "Just bring her along!"

Ben looked at the Galvan incredulously. "Azmuth?!"

"She's wearing a Galvanic Mecamorph battle-suit, and if I remember correctly, that's the same Mecamorph that aided us in the battle against the Highbreed. She and her pet could be very useful." Azmuth pointed out.

"B-but…I…UGH!" Ben groaned in frustration before turning back to Julie. "Alright, fine. But you gotta stay close to me, got it? You know how dangerous Vilgax is."

Julie nodded in understanding.

"Our surveillance systems show that Vilgax is in the capital city." Azmuth said. "I'm going to teleport you both as close as possible to his current location. Your grandfather and I, meanwhile, will be devising a strategy to deal with the drones. So prepare yourselves."

Suddenly, a bright white light enveloped Ben and Julie's bodies. The scene vanished and began contorting into another setting. When the light disappeared, Erza opened her eyes.

She was standing in an open park-like area with tiny sidewalks and benches, along with strange bulbous mushroom-shaped flora. There was a pond of green liquid with darker green splotches floating on the surface in the park with an intricately designed fountain in the center. Surrounding the park were enormous buildings, similar to the skyscrapers of Ben's world…only these appeared slicker and more intricate in design.

It appeared the scene was taking place during dusk as the sky was becoming black while the horizon was a light green. A couple things caught Erza's gaze. One, she was not familiar with any of the stars in the night sky. Two, above the emerald horizon was a black, cratered moon with glowing neon green circuity patterns similar to a certain techno-organic form of Ben's.

'Why does that moon look like Upgrade? And why can't I recognize any constellations?' Erza wondered. She then recalled that Azmuth said he was teleporting Ben and his friends to his home world dubbed Galvan Prime. 'Oh yes, that's right. This must be Azmuth's home world.'

She quickly deduced that this was where the next portion of the memory was taking place. However, the scarlet knight didn't have time to marvel at the alien world due to the crimson insect-like drones bombarding the city with energy blasts.

The sounds of gunfire and explosions resounded across the alien landscape, and large plumes of smoke rose from the massive city. Erza's attention was then drawn to the scene in front of her.

In the center of an open, grassy area of the park, Ben, Julie, Gwen, and Kevin were standing in a half-circle formation in front of Vilgax. Ben had his hand over the Omnitrix, Julie had her palm-blasters ready to fire, Gwen's hands were charged with pink energy, and Kevin's body was coated with silver metal.

Alien Force stared at the ex-Conqueror of Ten Worlds with stone-faced expressions, ready to engage at any moment. Vilgax, meanwhile, was nonchalant and looked at the group with a condescending smirk.

Erza immediately noticed that Vilgax's appearance had changed once again.

Vilgax's previous gladiator look had been replaced with sleek dark red armor that covered his feet and lower legs, his outer thighs, torso, chest, and forearms. There were black spandex-like straps on his elbows and above his knees, and the same material was over his shoulders and neck. He had broad shoulder plates that were shaped almost like a 'V' that was bolted on by gold rivets. The same golden rivets were visible on his forearms, the top of each hand, as well as his knee and lower leg plating. There was a green, tube-like structure around his head, and on his forehead was a dark red armored plated crest that was shaped like a broad 'V' and at the bottom was another golden rivet.

"Ben Tennyson," Vilgax rasped, "how nice of you and your lapdogs to make the long trip here to Galvan Prime."

"Vilgax," Ben said through clenched teeth, "how'd you get out of the Null Void?"

"And how'd you manage to get past the Galvans' planetary defenses?" Gwen demanded angrily.

Vilgax sneered, "I have Pysphon and my new associate Dr. Psychobos to thank for my escape from that accursed prison-dimension and for bypassing Galvan Prime's defense grid."

Erza was quiet as she paid close attention to the events unfolding before her. She did recall the name Pysphon; he was the white-finned headed guy who served Vilgax in the past. But she was clueless as to who this Dr. Psychobos was, and apparently she wasn't alone.

"Doctor who?" Ben said dumbly.

"I've heard of him." Kevin announced, furrowing his brows. "He's a psychotic Cerebrocrustacean scientist. The Plumbers have been trying to arrest him for years due to his illegal experiments and black-market deals."

Gwen glanced at Kevin with a skeptical eyebrow, which he immediately noticed. "I never made any deals with him back then. I just heard of him through the grapevine." This seemed to satisfy the redhead as she nodded.

"So…an evil Brainstorm?" Ben questioned, cocking a brow. "Huh…that's new."

'A psychotic being with the intelligence of Brainstorm? That doesn't sound good at all.' Erza mused.

"He's also known for holding a deep hatred for the Galvan race." Vilgax revealed, still sneering. "And as much as I detest making deals with others, the good doctor and I came to an agreement. In exchange for his services, I will destroy Galvan Prime and the Galvan race…along with all of you as well."

"Sorry, squid head, that's not happening." Ben smirked confidently, placing his hands on his hips. "If you remember correctly, the last time we fought you had the powers of a god and you still lost. This won't end any differently for you."

Ben's cocky demeanor began to concern Erza a bit, and she seemed to not be the only one.

"Ben…don't get too overconfident. We have no idea what he may have hidden up his sleeve." Gwen reprimanded.

Vilgax smirked smugly. "You'd do well to listen to the girl, Tennyson. She knows what she's talking about. Unlike our previous encounters, this time will not end in your favor."

The alien warlord pulled out an object from a compartment pouch built in the waist section of his armor, and held it out in the palm of his left clawed hand. Said object was a black cube with a few red squiggly lines stretching across it and emblazoned on one side was a red outlined four-pointed star.

"While you may wield Azmuth's greatest creation…I now wield a weapon forged from his greatest failure." He proclaimed.

Vilgax promptly crushed the cube in his hand and, with a strange electronic noise, black ooze with neon red jagged lines spread up his left arm and across his body. Astonishingly, the tar-like substance amalgamated with his body armor and began to reshape his form!

After the black and red ooze covered Vilgax's body, he had a hulking, demonic look.

His entire body was pitch-black with red jagged, glowing lines on his arms, torso, shoulders, and lower legs. His shoulders had arched upward into long, curved spikes, and black spikes started jutting out in various places around his body. There were two protruding out from his kneecaps and the back of his lower legs, two on the sides of his hips, two on top of his bulky forearms, and four curved spikes extended upward from his back; the two outer spikes were longer while the two inner spikes were shorter. His four facial tentacles that draped down had red lines curving around them, and the tube-like apparatus around his head remained. His mouth had disappeared and was replaced with a large, four-pointed yellow star marking that stretched down to his sternum, and it was surrounded by a crimson outline. Above the star marking were his glowing ominous red eyes with a darker red outline around them. The V-shaped crest on his forehead had shifted with the left side now being longer than the right.

Alien Force gaped at Vilgax's weaponized suit. The full body armor Vilgax had donned was definitely Galvanic Mecamorph in nature. However…something was off about this armor; it gave off a rather… foreboding vide.

"Ship…" Julie's pet Galvanic Mecamorph whimpered. "…Ship…"

"What's the matter, Ship?" Julie asked, concerned.

"Ship. Ship. Shhhiiiippp…."

"You're…you're scared?" she said, confused.

"Ship!" Ship chirped.

"That armor…" Kevin spoke up, an anxious look on his face. "That's a Galvanic Mecamorph battle-suit…but something's off about it."

"Yeah…it's black and red instead of black and green…and it's pretty creepy looking." Ben noted.

Erza silently gasped in shocked horror at the reveal of Vilgax's weaponized suit. She remembered when Upgrade had merged with her Armadura Fairy Armor during their mission in Peony, boosting its power output and durability exponentially. The thought of Vilgax wielding a similar kind of suit that enhanced his already incredible strength was terrifying to the scarlet-haired knight.

'This is bad.' Erza inwardly fretted. 'If it's true that such a suit of armor can increase his power like Upgrade did mine, they could be in real trouble.'

"Ha-ha-ha…" Vilgax chortled with sinister metallic undertones. "This is no ordinary Mecamorph suit. It was created from the remains of Galvan Prime's greatest threat barring me…Malware."

Gwen's eyes widened slightly as she let out a silent gasp. Ben, Julie, and Kevin however were confused.

"Malware?" Julie parroted. She looked at Ben for a possible explanation. "You know who that is?"

"No clue," Ben admitted. He had heard his cousin's gasp and glanced over to her expectantly. "Gwen?"

Gwen's brows furrowed as she nodded. "I came across an old Plumber report on him. When Azmuth created the Mecamorph race many years ago, Malware was the last Mecamorph born in the first generation. He wasn't like the rest of his kind though. He was genetically mutated and much more powerful than the other Mecamoprhs...and he was also psychotic, considering he was bent on destroying all of Galvan Prime for some unknown reason. Azmuth had no choice but to destroy him."

"Squid-face must've somehow found this Malware guy's remains and had Dr. Psychobos fashion it into a suit of armor." Kevin deduced.

Erza blinked a couple times, trying to process all the new information being thrown at her. Azmuth created Upgrade's species? And this…Malware…was an evil, demented Mecamorph that had attempted to destroy the Galvan race?

'Ben never mentioned any of this. Why is that?' the re-quip wizard wondered.

"Huh…I didn't know Azmuth created the Upgrades. Questions for later…" He turned his attention back to Vilgax, and boldly stated, "Anyways…evil Upgrade armor or not, you're still going down, squid-face."

Ben tapped the Omnitrix faceplate and activated it, Gwen recharged her hands with mana, Kevin morphed his hands into oversized fists with spiked knuckles, and Julie/Ship readied their hand blasters. Alien Force was ready for battle.

"No…" Vilgax declared darkly, "Not this time. Today, you will be the one to fall, Ben Tennyson; along with everyone else on this miserable world."

Suddenly, the jagged red lines all over Vilgax's body glowed subtly and, with the sound of a computer connecting to the internet via a dial-up connection, his left forearm transformed into a blaster with a rectangular-shaped barrel and reddish-yellow light glowing inside. He then fired a dense beam of red energy.

All of a sudden, Erza was forced to shield her eyes as everything was enveloped in another white flash.

When the view cleared, Erza opened her eyes to see she was still in the same place; however, it had gotten a destructive makeover. The grounds of the park area were torn up like a minefield had been set off. There were numerous spots of crimson fire licking away at the air, and most of the mushroom-like flora and shrubs had been reduced to burning cinders by said fire.

The scarlet mage gazed around the battlefield and noticed that there were clear signs that Ben had been fighting. There wereas crystal shards scattered everywhere, indicating that Ben had been fighting as Diamondhead. There were also burn marks and molten puddles, most likely from Heatblast. In another part of the battlefield there were cut fragments of thick vines, probably from Swampfire or Wildvine. A third area had been frozen, meaning Ben had used either Big Chill or Articguana.

The re-quipping mage then spotted Kevin, Gwen, Julie and Ship lying on the ground to the left, out of the main area of destruction, unconscious. Their clothing was torn while bruises and burns were visible on their bodies. Erza's eyes went wide; it appeared that the battle she'd missed had been intense.

A loud smack immediately caught Erza's attention, and she turned to see the form known as Humungousaur skid back quickly. Humungousaur's body cut through the surface of the green, scummy pond water as he crashed through the large fountain in the center, promptly smashing it into pieces as he collapsed into the pond with a big splash. A painful, guttural grunt rumbled from Humungousaur's throat as he shakily returned to his feet in the knee-deep water, wincing from the blow he had received.

The Vaxasaurian was panting heavily and his tough reptilian hide was littered with scraps, bruises, and burns. Erza was surprised that a strong transformation such as Humungousaur had taken so much damage.

"Ha-ha-ha-ha…" Vilgax chuckled darkly as he sauntered menacingly through the water toward Humungousaur, completely unharmed. "Go ahead. Change into any form you like. It won't make any difference."

'Vilgax doesn't look like he's taken any damage. Has that armor really made him that strong?' Erza thought worriedly.

Humungousaur balled his fists and clenched his teeth, growling. He glanced over to see that his friends were down before he returned his gaze back to his archenemy. "Gotta admit, you're pretty tough with that fancy suit on…but I got some tough forms of my own, fish face. Time to go Ultimate!"

He slapped the Omnitrix dial and, in an emerald flash, he transformed into…

"Ultimate Humungousaur!"

The Fairy Queen silently gasped at the transformation. She had never seen Humungousaur's Ultimate Form before, and it certainly appeared powerful; nonetheless, she was concerned that Vilgax didn't seem intimidated by the hyper-evolved form at all.

"Pathetic," he remarked.

Ultimate Humungousaur held out his arms and shifted both hands into bio-cannons and launched a bombardment of missiles at Vilgax. The ex-warlord deployed red lightning bolt-shaped energy blades from the tops of his wrists and expertly parried the projectiles away, but the explosives went off around him and threw up a plume of smoke. The hyper-evolved Vaxasaurian used the smoke to his advantage and rushed forward.

Just as Vilgax swiped the smoke cloud away, a powerful right hook slammed into his face. The force of the blow was so strong that the shockwave pushed the pond water away before it splashed back around them. Vilgax's head whipped to the right as he staggered back a few steps, unaffected by the turbulent water. Ultimate Humungousaur pressed his attack and connected a left hook with the Mecamorph-suited tyrant's face, whipping his head to the left. The Ultimate Alien followed up by shifting his right hand into a bio-cannon, upper-cutting Vilgax in the abdomen, and firing his bio-missiles pointblank.

An explosion enveloped both Ben and Vilgax as the shockwave pushed the water back again. The ex-conqueror went careening back out of the pond and landed on his back at the shore. Ultimate Humungousaur had been pushed back from the explosion, smoke and steam wafting off his body; nonetheless, he was undamaged.

On Vilgax's abdomen was a deep indention with red and yellow spider web-like cracks. Ben figured the damage would severely weaken the squid-faced tyrant, but his hopes were dashed when the injury immediately regenerated!

He gritted his teeth in frustration. "Dammit…he keeps regenerating…"

"Ha-ha-ha!" Vilgax cackled madly as he rose to his feet, disabling his energy blades. "You can't beat me anymore. I'm unstoppable!"

Ultimate Humungousaur growled. "Funny. I remember you saying something like that the last time."

The hyper-evolved Vaxasaurian let out a yell and lunged forward. Vilgax narrowed his crimson eyes and charged forward as well. Before they collided, Ultimate Humungousaur cocked his right fist back and punched forward. Vilgax extended his left arm and caught the punch with his hand, a resounding boom and shockwave shook the ground around them.

The former Conqueror of Ten Worlds glowered at the teen hero with his ominous red eyes. Even though he didn't have a mouth, Ben could tell that Vilgax was giving him a smug look. The Omnitrix bearer reared back his left arm and attempted to slam it into his opponent's face, but Vilgax caught his other fist too without difficulty.

Ultimate Humungousaur pushed back against Vilgax with all his strength, but to his shock he didn't budge an inch; in fact, the alien tyrant didn't even seem to be struggling! The Mechamorph-armored Vilgax chortled sadistically and squeezed Ben's oversized fists. The Ultimate Alien grunted painfully as his hands began to pop and crack.

Erza sharply inhaled from the strength Vilgax was demonstrating. "It's as I feared. Vilgax is stronger than ever in that armor." She muttered fearfully.

"No…way…" the hyper-evolved Vaxasaurian murmured, flabbergasted.

"Do you see now how truly powerless you are, boy?" Vilgax mocked. "Perhaps this will get the point across!"

Without warning, a rectangular-shaped gun barrel morphed out of Vilgax's torso. Ultimate Humungousaur's eyes widened and didn't have time to react before a powerful red energy beam fired into his gut. The blast sent the Omnitrix wearer skidding back and hunched over, his large feet cutting trenches into the ground.

Before Ben could recover, Vilgax rushed forward within the blink of an eye and swung his right arm forward, sucker-punching him in the cheek. The blow created another shockwave that tore apart the ground within a twenty meter radius and sent Ben flying out of the park toward the city in the distance.

"Oh no…" Erza worried.

The scene was bathed in white once more before it reformed. When the flash disappeared, Erza noticed that she was now standing on the edge of a street in the city. Thick clouds of smoke billowed out from the tops of skyscrapers as fire from energy blasts consumed the city. The sounds of laserfire could be heard in every direction; it was truly a warzone.

Erza's gaze shifted in front of her to see a deep trench gouged into the street. She saw Ben shakily climb to his feet at the end of the trench with his right hand placed on top of his aching head. He opened his eyes and looked up with a disconcerting expression. The redheaded knight was surprised to see that Ben was genuinely worried, but she couldn't blame him at the moment.

Ben's attention was then drawn to his beeping Omnitrix. He weakly pressed the faceplate to see he was receiving a call.

"Ben, how are things going on your end?" Max asked.

"Grandpa, it's bad. Gwen, Kevin, Julie and Ship are down. And I…I dunno if I can stop Vilgax this time." Ben replied uncertainly.

"Don't worry, Ben. We'll find a way." Max reassured him confidently. "Azmuth and I have currently infiltrated Vilgax's ship and are working on disarming the drones. We'll help you as soon as we're done up here."

"Tennyson!" Azmuth's pompous voice raged through the communicator. "How could you possibly be losing to Vilgax with the new Omnitrix I gave you?! Shouldn't you be…as you so eloquently say, 'kicking his butt'?"

"Vilgax is wearing some kind of Mecamorph battle armor. He said it was made from the remains of some guy named Malware." Ben explained quickly. "None of my forms have been able to stop him so far!"

There was a tense pause on the other end, making Ben feel even more uneasy.

"Ben, hold Vilgax off for as long as possible. We'll be there as soon as we can!" Max shouted before the line disconnected.

Erza didn't miss the urgency in Grandpa Max's voice. She theorized that he knew who this Malware character was and understood how dire the situation was.

Vilgax flew into view with a Galvan-designed jetpack on his back. He landed thirty yards in front of Ben and the jetpack wings reverted into his body.

"The power I wield…it's incredible!" Vilgax exclaimed. "Nothing you change into can stop me now, Tennyson! Not even your To'kustar form can stand against me!"

"To'kustar…" Erza muttered, bewildered.

Ben gritted his teeth and narrowed his eyes at his archenemy. He glanced down at the Omnitrix to see that the faceplate was blinking red. He still needed a few minutes before he could transform again.

Then, out of nowhere, a barrage of green energy blasts pummeled the weaponized Vilgaxian, causing him to hold up his forearm to block the attack. Ben turned around to see a squadron of six Galvan soldiers. Four of them were manning two grey, two-legged walkers that were knee-high; each with a pilot and a gunner. The last two were piloting a pair of flying saucer-shaped aircraft that were currently unleashing a torrent of green particle blasts. They were so precise with their aim that none of the blasts came near Ben.

An alarmed expression soon took hold on the teen hero's face. "NO! Get out of here! He's too strong!" Unfortunately, Ben's warning came too late.

Vilgax morphed his right arm into a blaster and fired several energy projectiles at the Galvan squad. The soldiers were quick enough to abandon their war machines before the blasts destroyed them. The force from the explosions knocked Ben off his feet and onto his side.

He glanced back at the Galvan soldiers and sighed, relieved to see that they had all evaded in the nick of time. The armored amphibious beings held up their guns, which were shaped like green wrenches, and prepared to fire upon Vilgax once again. This time though, they seemed more hesitant.

"Go! Leave!" Ben waved his hand at the soldiers.

The Galvan soldiers could see they were outmatched and begrudgingly retreated. With them out of the way, Ben returned his attention back to Vilgax.

'Even when his life is at stake, he still worries over the safety of others.' Erza noted thoughtfully.

A black hilt of a sword formed in Vilgax's left hand and a red lightning bolt-shaped energy blade extended out. He swiped the sword forward and a crimson, crescent-shaped energy wave with serrated edges lashed out at Ben. Panic crossed the Omnitrix wielder's face as he pulled up his right arm to prevent it from being sliced off while diving to his left; however, Ben was unable to fully dodge as the serrated edge of the wave grazed across his right pectoral to his side.

"AAAGGHHH!" Ben cried out in intense pain as he fell to the street, grasping at his chest.

"BEN!" Erza yelled, panicked.

The brunette shakily pushed himself off the ground and to his knees, agonized grunts escaping from his throat. He opened his right eye and gazed down at his chest to see a long, burning red gash that stretched from the right side of his chest to under his arm. The energy wave had been so hot that the wound was instantly cauterized. Grey smoke wafted from the injury, making him scrunch his nose in disgust at the scent of burnt flesh. Small streams of blood trailed down his side.

The re-quipping mage gasped silently. "That scar…so that's where it came from…" she whispered in recognition.

Ben turned back to Vilgax and shot him a hard look while clenching his teeth. His white hoodie had been burned away around his right chest while his cargo jeans were torn in various places.

"It would seem I was a few inches off." Vilgax remarked offhandedly. "No matter…"

Ben was silent as he glanced down at the Omnitrix to see that it was still recharging.

"How ironic. I spent years pursuing the Omnitrix and in my quest to obtain it from you, I've acquired a power far greater! Once I've killed you and absorbed your Omnitrix into my already unstoppable armor…no force in the universe will be able to oppose me!" Vilgax stated.

"Like I would ever let that happen." Ben snarled hoarsely.

"You can't beat me anymore, child." The sword in Vilgax's hand retracted back into his body. He then held out his left arm which morphed into a large cannon with a scope mounted on the right side. Reddish-yellow light glowed from within the wide barrel. "I've had my fun. It's time to end this."

"That's a big gun." Ben noted dryly, weakly returning to his feet despite the agony flaring throughout his body.

"A Tachyon Cannon…it keys into a target's bio-signature and disables it on a sub-cellular level." The armored warrior narrowed his red eyes in contempt at his arch-nemesis. "With you humans and your less than one percent variation in DNA, not only will I destroy you…but your friends as well."

A look of apprehension formed across Ben's face from this horrifying revelation. Erza shared the same expression as she continued to watch the scene unfold.

'T-that's…that's not possible! A weapon as evil as that couldn't exist, could it?' the redhead thought apprehensively.

"Leave my friends out of this!" Ben exclaimed angrily.

"No. You children have been a thorn in my side for long enough! I'll be rid of all you pests in one fell swoop!" Vilgax exclaimed.

The Tachyon Cannon charged up with a sound similar to a dial-up internet connection before firing a large, concentrated red energy beam with white lightning spiraling around it.

Erza could only watch in terror as the beam headed straight for Ben. The Omnitrix hero would've attempted to dodge, but the energy ray was moving too fast and would inevitably hit him. He closed his eyes and clenched his teeth, preparing for the end.

All of a sudden, in a blur of black and green, a tall humanoid appeared in front of Ben and took the full impact of the cannon blast. The force of the explosion sent Ben and whatever blocked the beam careening down the street. Erza had to raise her arm over her face to shield her eyes from the brightness of the blast.

When she lowered her arm, the scarlet knight's eyes widened and her mouth gaped open in shocked horror.

"W-what…?" she whispered fearfully. "…no…"

Ben was sprawled out on his back in the street. A pained groan escaped his throat as he slowly sat up. He peeked open his right eye while gritting his teeth, suppressing the pain as best as he could.

His vision was blurry for a short moment before it quickly refocused and when it did, he was met with a horrifying sight. Lying on the battered ground a few meters away from him was Julie with Ship in battle armor mode around her. Thin trails of grey smoke wafted from a deep indention in her abdomen with reddish-yellow cracks inside that were rapidly spreading.

"J-Julie!" Ben gasped loudly as he clumsily leapt to his feet and stumbled to her side in panic.

"RAGH!" Vilgax yelled, infuriated. "That wretched girl got in the way!"

Ben fell to his knees at Julie's side. "Julie! Ship!" he cried out.

As the reddish-yellow cracks completely covered Ship, the green neon lines across his armor mode ceased their glowing and went dim. Suddenly, Ship broke off of Julie's body and formed puddles of black tar around her. Ben dipped his hand in one of the puddles and scooped up a bit, gazing at the lifeless, onyx goo sadly.

"Ship…no…" he murmured solemnly.

A gurgled cough from Julie snapped Ben out of his mourning for the loss of the Mecamorph pet. He leaned closer to his girlfriend and noticed that she was coughing up globs of blood. Ben froze and felt his blood run cold in horrified shock when he noticed the tears in her pink sweater, revealing a large black and blue bruise on her torso. Though Ship had shielded Julie from the Tachyon blast, the force behind the impact had caused the armor to crumple in on her, leading to critical internal organ damage.

"B-Ben…" Julie moaned weakly.

She started coughing again and Ben carefully placed his left hand behind her head as he held her up off the ground, preventing her from choking on her own blood. "A-are…you…okay?" she inquired, smiling lightly despite the overwhelming pain consuming her.

"Julie, what were you thinking?!" Ben reprimanded loudly, tears beginning to brim in his eyes. "Why did you do that? Why would you do something so reckless?!"

The raven-haired girl took a few deep breaths before responding with a lighthearted smile. "Well, I guess…you…rubbed off on me." Her expression quickly shifted into fearful concern. "Ship…?"

Ben said nothing and shook his head gravely, seeing no reason to lie to her over Ship's demise.

Julie frowned sadly and looked away with a tear falling from her right eye. "I…see…" the lithe girl then descended into a coughing fit with more blood dribbling from her mouth.

"Julie, don't worry!" Ben stated frantically, trying to hold back his tears. "I promise I'll…I'll get you outta here. Just try and stay with me, okay?"

He glanced at his Omnitrix to see that the faceplate was still red. The brunette gritted his teeth furiously and reached across with his right hand to tap the faceplate, only to receive a negative beep. "No, no! Dammit, work you piece of junk! How has it not been five minutes yet?!"

Julie reached out and weakly rested her hand atop Ben's, making him look at her with tears running down his face. She stared at him with a loving smile and glossy brown eyes, tears brimming in her eyes. "It's okay…Ben…"

"No. No it's not!" he protested tearfully. "You're in this mess because of me! I – I have to save you…"

Ben stopped when Julie lightly squeezed his hand. "Ship and I…both came…on our own will. We both…wanted to protect you…because we…" She breathed deeper as she felt her consciousness steadily slipping away.

"Julie, don't you dare!" the teen hero exclaimed in angered despair. "Just hold on! I'll get you out!"

Her left eye closed while her right remained halfway open. She could feel the pain beginning to fade as her body grew limp. Julie knew what was coming.

"No…matter…what…" she lamented softly, "…I don't…regret…meeting you…Ben Ten -"

"Julie…" he uttered fearfully.

"I…love…you…" Those were her last words as her right eye finally closed and her body went limp. Her head rolled in Ben's left hand with a small smile still on her face while her hand that she had placed on Ben's right fell to her side.

"Julie…Julie!" Ben shouted hysterically.

Erza stared at the tragic scene unfolding before her with wide eyes and her mouth slightly agape. She was immediately reminded of what happened to Simon in the Tower of Heaven, and could feel tears teeming in her left eye; not only for being reminded of the death of her old friend, but in sympathy for the indescribable pain Ben was experiencing.

"Ben…" she uttered sadly.

Ben was frozen in place and stared down at Julie's lifeless body in horror; his body beginning to tremble lightly.

"No…no…" he murmured, clenching his teeth to hold back his sobs. Finally, the teen hero couldn't hold back anymore and let out a loud cry of despair. "JULIE…NNOOO!"

The always confident Omnitrix wielder and proclaimed 'savior of the universe' broke down into a sobbing fit.

A few tears brimmed in Erza's left eye, her chest aching hard in utter sorrow for her dear friend's pain.

Vilgax chortled lightly before he broke out into full blown laughter. "HA-HA-HA-HA! Excellent! You can't pay for entertainment like this!" he wickedly stated. "Though I'm still irked that girl stepped in front of what would've been my victory blow, to see you reduced to such a blubbering mess was well worth it. Ha-ha-ha!"

The redheaded knight turned to the alien warlord and shot him a seething look, clenching her fists tightly.

While Ben was sobbing, he reached up and pulled down the zipper on his shredded white hoodie and took it off, revealing a black t-shirt with a green stripe going down the center. He folded the hoodie up into a pillow and placed it under Julie's head.

Suddenly, the brunette stood up and his sobs transitioned into deep, ragged breaths. He balled his fists so hard that his palms began to bleed. All while he kept his back turned to the enhanced warrior.

"Vil…gax…" Ben snarled through clenched teeth. "You…heartless….cruel…bastard!"

"Ha-ha-ha!" Vilgax laughed cruelly. "Oh come now, Ben Tennyson. There's no need to get riled up over the poor girl and that Mecamorph's demise. After all, you'll be joining them both soon enough."

Ben's breathing became more hectic as he grunted like an enraged beast.

"Hmm…but this turn of events has given me a new idea," the ex-conqueror glanced back in the direction of the park behind him, "maybe I should finish off your other teammates next?"

Ben's body shook uncontrollably while he continued to inhale and exhale raggedly.

"Yes…that's what I'll do." Vilgax decided, his red eyes glowing with malicious intent. "I'll take my time slowly killing them and everyone else on this planet before I eliminate you. But who should I start with? The juvenile Osmosian? The redheaded Anodite? Ah…I know…I believe I'll start with the redhead first."

That was the final straw. Ben turned to face his archenemy with an expression of pure rage. His white teeth were bared, his emerald eyes burned with contempt, and a vein throbbed madly on his temple.

His visage was so intense that it surprised Erza enough to make her take a couple steps back. 'That look…he's…he's completely snapped…' she fearfully realized. The last time she had seen this kind of look from Ben was in the Tower of Heaven after Jellal killed Simon.

Vilgax's eyes widened ever so slightly. In the six years he had fought Ben, he had never seen his arch-nemesis display so much fury.

"VILGAX!" Ben roared. At that second, the Omnitrix beeped as the faceplate turned green. Without wasting a moment, Ben swiftly activated the device, selected a transformation without looking, and slammed down the dial.

As the area was bathed in emerald light, Vilgax held up his left arm and fired another round from the Tachyon Cannon at the source. The beam struck home and resulted in a loud explosion, throwing up a cloud of ash and smoke.

Vilgax laughed evilly. "And so ends the tale of Ben Tenny -" he stopped mid-sentence as the smoke departed, revealing the form known as NRG.

The warmonger snorted in annoyance.

Erza paused and stared at Ben's new form attentively. 'I feel like I've seen this form before…' her eyes widened when the memory of the Rabid Weasels attacking the guild and kidnapping Ben came to mind. 'I remember now. This must be the form that Magtartus's mutation was based on.'

NRG stood in front of Julie's deceased body protectively. The armored alien took foreboding steps toward Vilgax, his greenish teal armored suit beginning to glow bright orange. The ground beneath his feet became molten with every step as waves of extreme heat radiated off of his metal suit.

"Vil…gax…" NRG snarled, struggling to contain his anger, "you'll…you'll pay for this!" Suddenly, with an enraged cry, NRG fired a dense, powerful radioactive beam from the grill of his helmet.

Vilgax acted quickly by holding up his right forearm to block the beam. The force behind the radioactive blast pushed the warlord back a few meters and left yellow scorch marks on his arm and right side. The injuries instantly regenerated but Vilgax certainly felt the power behind that blast; nevertheless, he glared at his arch-nemesis in derision.

"This is futile." Vilgax spat. "I don't care how angry you are! There's nothing you can do to stop me!"

"Don't be so sure." NRG retorted in a threatening tone. "This new Omnitrix comes with some new features. One of them is for this form specifically."

"Oh really?" Vilgax derided, narrowing his crimson eyes at the armored alien. "Do indulge me."

The sound of a loud metal clang emanated from NRG's suit and a crease at the bottom of his helmet appeared, bright orange light shining through the seam. The helmet slowly flipped backwards and, all of a sudden, a burst of orange and yellow light burst out of the armor and into the air.

Erza was forced to shield her eyes from the bright light. When the brightness settled down, she looked up and was met with quite a shock.

Floating in midair was a red humanoid with a glowing orange outline around its body. It wore two black suspender straps with circular green buckles positioned over its chest. The straps were connected to a pair of black briefs with a green belt and the Omnitrix dial as a buckle. It had two black bands on its arms and legs with green buckles on the braces. Its facial features were unnerving as it had a savagely-shaped mouth similar to a jack-o'-lantern, green eyes, and two lightning bolt-shaped eyebrows.

This was NRG's true form.

Erza gasped in amazement, "So this is what that form looks like outside of the armor."

"Azmuth added an unlocking mechanism to the suit. Now, I can fight in NRG's true form whenever I need to." He shot Vilgax a look that promised nothing but pain.

Vilgax scoffed, unimpressed. "You think this form intimidates me? You've only ensured your own demise by shedding that armor. Now there's nothing to protect you from my wrath!"

He fired another round from the Tachyon Cannon at the red humanoid, but NRG made no attempt to avoid the ray. NRG puffed out his chest and let the beam strike him; however, instead of destroying him like Vilgax expected, NRG seemingly absorbed the Tachyon ray as his body glowed brighter and expanded slightly.

"What?!" Vilgax exclaimed, dumbfounded.

Erza blinked in surprise. From what Vilgax said about the Tachyon Cannon, that blast should've killed Ben. But he's completely unharmed? Did he absorb it?

"You know nothing about this alien." NRG scowled. "I've never been able to use this form's full power because of that armor." He paused as his body began to glow brighter. "That armor isn't meant to protect me from my enemies, it protects them FROM ME!"

NRG suddenly blasted forward at an unprecedented speed. Vilgax swiftly summoned his energy-based sword in his left hand and swiped at NRG when he came within range. The Prypiatosian-B grabbed the blade mid-swing, pushed it down, and quickly absorbed the energy inside. As a result, the blade promptly shattered and NRG reared back his left fist to deliver a wicked left hook into Vilgax's face.

A blast of reddish-orange energy burst from NRG's fist, forming a crater right under the two powerhouses and irradiating everything within the general area. Vilgax was sent flying down the street with NRG shooting after him like a missile, a trail of fiery energy in his wake.

A surprised look crossed Erza's face for the umpteenth time. She was blown away by the sheer speed and power this form displayed now that its armor was gone.

Bright white light enveloped the scene once more. When the flash died down, Erza observed her surroundings to see she was in another part of the city. She was standing on the edge of a pond that had many, small curving walkways going across it. Surrounding the pond was a small grassy lawn and the intricately-designed buildings of the city; it appeared she was in another park or town square of some kind.

Erza noticed that the city was not under attack by drones anymore; in fact, she spotted a few lying in various spots across the area, deactivated.

'So Azmuth and Ben's grandfather were able to disable those drones,' Erza realized. 'Shouldn't that mean the Galvan military should be here to help defeat Vilgax?'

The Fairy Queen was snapped out of her musings when she spotted Ben, who was still in his NRG form, currently engaged with Vilgax. The warlord – who was knee deep in the water - was firing a salvo of energy projectiles from small blasters in place where his hands should be. NRG didn't dodge the blasts and allowed all of them to hit him, making his body glow brighter and slightly bigger.

Vilgax growled as the guns shifted back into his clawed hands. A jetpack engine and wings formed on his back as he launched himself into the air straight toward NRG. He had realized that energy weapons were having no effect on whatever alien Ben had become, so he had hoped that hand-to-hand combat would shift the tide of battle back in his favor; unfortunately, he was gravely mistaken.

As he threw a haymaker, he was stunned to see his fist go straight through NRG's head. NRG phased through Vilgax and delivered a spinning kick into the middle of his back, sending him crashing into the pond. A huge wave of water splashed out of the pond and the force destroyed the network of small bridges.

Erza didn't flinch as the wave passed right through her, already used to the fact that events in memories couldn't affect her. As the body of water flowed away, she saw Vilgax stepping out of a crater he had formed in the bottom of the artificial pond – which barely had any water left in it.

The Mecamorph-suited warrior glowered up at the Prypiatosian-B. "Tennyson!" he exclaimed, enraged.

NRG soared straight toward Vilgax with a fierce expression of his own emblazoned on his face.

Vilgax punched the ground and, without warning, a line of jagged black spikes with red curvy lines inscribed around them burst out from the ground. Each spike that sprouted out of the ground expanded in length and traveled down a path straight toward NRG.

NRG, however, wasn't concerned about the spikes as he promptly smashed through them with little effort. Fists glowing with intense radiation, he punched Vilgax several times in the face with haymakers and uppercuts. The ex-conqueror stumbled backward from the quick, powerful blows. NRG finished his attack by opening up his palms, putting them close together, and aiming straight for his opponent's torso.

Fiery-colored energy built up around his hands as he unleashed a massive beam of radiation into Vilgax's gut. With a loud shout, the enhanced warlord went careening back across the Galvan recreational area and through several buildings.

Ben was about to pursue after his foe until a sudden flash of white light caught his attention and a yell from a familiar, pompous voice.

"Tennyson!"

NRG and Erza both turned toward the source of the voice to see Azmuth and Grandpa Max. Max was wearing his Plumber suit and held a powerful plasma gun in his hands. Azmuth, meanwhile, was standing on top of a peculiar looking device.

It was a black trapezoidal pyramid-shaped object with neon green circuitry lines and, separated by a crease, was another smaller black trapezoidal pyramid on top. The larger bottom half had two green circles next to each other while the small top part had a single green circle.

To Erza, the strange device practically screamed Upgrade. She remained silent as she observed the scene.

"Grandpa? Azmuth?" NRG said.

"Ben, what're you doing fighting in that form? You know how dangerous it is to everyone around you when when you're not wearing that armor!" Max reprimanded.

"I didn't have a choice! This was the only thing I had that could put a dent in thatis bastard!" NRG countered angrily.

"Not anymore," Azmuth spoke up, "now that we have this." He hopped off the top of the device and to the ground.

NRG arched a brow at the odd contraption, bewildered. The Prypiatosian-B looked at the device more closely and his eyes widened slightly as he could sense an enormous amount of energy stored within. "What is that?" he asked, moderately surprised.

"This is the Helix." Azmuth explained. "The device I used to create the Mecamorphs and defeat Malware many years ago. The energy inside is the only thing that can stop Vilgax now." he looked back up at NRG, "I'd recommend you change into any of your other energy absorption forms and use it! Quickly!"

Ben honestly didn't care about the history of the device and barely listened to that part of Azmuth's explanation; however, when he stated that the energy inside was the only thing that could stop Vilgax that was all Ben needed to hear.

NRG slapped the Omnitrix dial on his belt and, in an emerald flash, he transformed into Feedback. He dropped to the ground and landed smoothly on his feet with his left hand out to catch himself.

"Wait…that's the form Ben used to power the magic-mobile." Erza noted, remembering their mission to Peony.

Feedback turned around with a stone-faced frown and a serious look in his eye. Needless to say, Azmuth and Max were taken aback by the expression on Ben's face and stared at him as he walked toward the device.

"You guys get back." Feedback ordered. He looked at the Helix for a short moment before he turned around and connected his two head antenna to the two green circles on the bottom half. Arcs of bluish-white electricity flowed from the device through Feedback's antennas and into his body. "This is gonna be intense!" he warned.

Max looked at his grandson with concern but did as he asked. He picked up Azmuth in his left hand and ran back to put some distance between them.

All of a sudden, an enraged metallic yell bellowed out. Everyone looked up to see Vilgax flying over the buildings he had been hurled through moments prior. As he neared the ground, he deactivated his jetpack mode and charged forward like an angry bull.

"Vilgax! This is the end for you, you bastard!" Feedback yelled fiercely, a small tear falling from his eye. "You'll never hurt anyone ever again!" He held out both hands and whitish-blue energy built up inside his copper plug-in fingers.

Vilgax stopped running midway across the empty pond and shifted his left forearm into a Tachyon Cannon while his right hand grabbed the side of the cannon as a brace. "Curse you, Ben Tennyson!" he roared violently as the weapon charged up with reddish-white energy.

In that moment, the two archenemies unleashed their respective energy blasts, and beams of cobalt and crimson raced across the open area directly toward one another. The two whitish-blue beams from Feedback intersected and formed a single, bigger beam. When the two rays collided with each other, the whitish-blue ray instantly overpowered the red one and plowed straight through it.

Vilgax's eyes widened. He had no mouth or facial features, but it was clear he was expressing fear. "NNOOOOO!"

The former Conqueror of Ten Worlds couldn't react in time as the beam struck him, engulfing his entire body in waves of white and blue energy.

A short moment later, Feedback stopped shooting his beams. A thick cloud of smoke blocked Vilgax from view. The Conductoid kept his arms extended and his eye trained on the plume, ready to charge up for another attack; however, that wouldn't be necessary.

When the smoke dissipated, it revealed a stone-grey petrified statue of Vilgax with his left arm outstretched. Stone extensions of the Mecamorph armor were peeled back on his head and shoulders, showing his original face. A countenance of horrific pain was permanently etched onto the mighty warlord's face.

Vilgax, the Most Dangerous Being in the Universe, had been defeated for good.

Erza stared at the scene in absolute shock. "He…he…he did it…" she stuttered.

Feedback disconnected his antennas from the Helix and slapped the Omnitrix dial, changing back to human.

"Well done, Tennyson." Azmuth congratulated stoically. "You saved my home world and put an end to the scourge of Vilgax."

"I know that couldn't have been easy, Ben. But -" Max stopped when he realized his grandson still hadn't turned toward them; in fact, he didn't look like he was paying attention to them at all.

Ben stood motionless and stared hard at the petrified corpse of Vilgax with an impassive visage. After a tense, silent moment, he clenched his teeth as he choked back his sobs. He fell to his knees and couldn't hold back anymore his tears anymore.

"Julie…" he sobbed, hanging his head low.

Max blinked in confusion for a second before a horrified look crossed his face. He had immediately deduced what had happened. He lowered his head in dismay and approached his grandson, kneeling by him. He laid a hand on his left shoulder in a supportive manner.

Azmuth looked on with his usual stoic countenance. He closed his eyes and looked away with a frown.

"Julie…I'm sorry…I couldn't save you…" Ben mumbled incoherently.

Erza stared at the scene, frozen in shock. She couldn't believe what she had witnessed in this memory.

Ben's sobbing became drowned out as the scene faded away into darkness, leaving Erza in a black void once more.

'No wonder Ben didn't want to talk about that scar,' Erza thought sadly, 'it's a constant reminder of what happened here.'

Erza looked around and spotted something within the darkness. The redheaded knight gasped loudly when she recognized what it was, or rather who it was.

"BEN!" she cried out.

…

Beep…Beep…Beep….Beep…

Meanwhile, in the outside world, Porlyusica continued to tend to Ben's body. His condition had only gotten worse in the last hour. During that time, the guild's medical advisor had connected a lacrima-powered heart rate monitor to the unconscious teen in order to measure his vitals.

It wasn't good.

The sound of frantic beeping resonated throughout the room, signaling that Ben's vitals were beginning to become unstable.

The aforementioned teen was still lying on the bed, but his appearance had become a horrible sight for Porlyusica and Makarov to see. His skin had become so pale that it would seem Ben was already dead if it wasn't for the movements of his chest as he took deep breaths, and his face shone with sweat.

Porlyusica had tried whipping up several batches of potions to stabilize his vitals, but the potions lost their effectiveness after each administration. There was nothing more she could do. The Entrapment Spell was growing stronger and steadily shutting off his body.

Sadly, Porlyusica and Makarov could do nothing but watch helplessly.

"Isn't there anything we can do to help them?" Makarov questioned frantically.

The old man was standing on the edge of Ben's bed and had his hand placed on his forehead. He was using a spell to keep track of his children's energy in Ben's mind. The Fairy Tail master couldn't see what exactly was going on, but he could tell there was something in there that was clearly overwhelming them and he was extremely worried. He could feel their magical power dropping steadily.

Makarov wanted nothing more than to go into Ben's mind and help them fight; unfortunately, if he did, there would be no one on the outside to get them back out. The spell that would be used to extricate everyone out of Ben's head could only work if the caster was outside in the real worlde.

It angered him that he could do nothing, despite all the magical power he possessed.

"Not anymore." Porlyusica stood a couple feet in front of the bed, starring down at Ben with a frown. "The Entrapment Spell has grown too much and adapted itself to counteract any medicine I try to use." She turned to Makarov. "At the rate the spell's evolving, I fear you may not be able to pull everyone out from his mind if it learns how to trap them inside."

"They need more time. They're so close to saving him." Makarov spoke with a shaken voice, something that didn't go unnoticed by Porlyusica. "I can't just pull them out now when they're so close to completing their task!"

"They're losing. Aren't they?" the healer said, a solemn look in her eyes.

Makarov said nothing for a moment as he bit his bottom lip, continuing to sense the fighting that was occurring inside Ben's head. "It's not over yet. They're still standing and have a chance to succeed."

"But time isn't on their side. I don't think he has even ten minutes left." The pink-haired elder countered.

"I still have faith in them and so long as I do…the situation isn't completely hopeless. They can still pull through." Makarov stated firmly. He lowered his head, a shadow cast over the upper half of his face. "I'll give them a few more minutes. If they don't succeed and Ben is still dying, I'll pull them out."

…

Entrapment Lodestar groaned groggily as his daze wore off. He blinked a couple times to see he was still stuck in the crystal spike, and his body was still staggering around smashing random objects. The manifestation instantly remembered what had happened and clenched his metal teeth, snarling viciously.

Unable to contain his rage, he let out a fearsome yell that echoed across the area. Thunder boomed louder and the intensity of the purple lightning flashing in the black storm clouds above increased as a result.

Suddenly, the Tower of Heaven as well as everything else vanished in a flash of purple and was replaced by the same dark void. When the light faded, the Entrapment Spell manifestation had reverted back to its Jellal form. It looked at the purple orb (that held Ben's conscious mind inside) in disdain, panting from pure anger.

"Dammit! That little…!" Entrapment Jellal fumed. Never had the spell been humiliated in such a manner. "I'll make her suffer! I'll make them all suffer! I'll-" The manifestation closed his eyes and let out a deep sigh. He took a short moment to put a lid on his anger. Once he had, Entrapment Jellal stared at the amethyst globe pointedly.

"Could she really do it? Could she actually break my hold over him?" he scoffed at his own questions. "No. Of course she can't. Only one person has ever managed to break free of me, and he was a special case. This…Ben Tennyson…as powerful as he may be is not in the same league as him. Still…" he narrowed his eyes pensively. "I can't afford to take any more chances…not when I'm so close to accomplishing my mission."

The avatar's purple eyes shined brighter. "Slave,"

"Yes, master." Entrapment Aggregor responded via a telepathic link.

"No more playing around. Finish those pests at once and come to me." The Entrapment Spell ordered. "Now's the time to finish our mission."

"Understood. But what about the redhead? Did you destroy her?"

"That's not important!" Entrapment Jellal spat. "Do as I command!"

He cut off his link and turned back to the purple orb with a determined gaze. The Entrapment Spell avatar reached into his coat pocket and pulled out a small, basketball-sized crimson sphere that projected images of a certain demonic being within the center.

He growled when he remembered how Erza had tricked him and gotten past him. Such humiliation! The Entrapment was certainly not going to let that happen again.

"I should've done this from the start. I won't be taken off guard again!" he promptly crushed the crimson orb in his hand.

Reddish-purple energy erupted from the manifestation as he threw back his head, letting out a thundering yell that echoed across the void. The avatar's Jellal form disappeared and was replaced with a featureless, black humanoid shape. The onyx storm clouds overhead swirled around the Entrapment as purple lightning flashed across the sky.

The humanoid suddenly shot up into the eye of the storm and disappeared in the clouds. A flash of purple-reddish light gleamed across the void and the dark outline of a huge, horrendous creature became visible through the clouds. Then, a pair of evil amethyst eyes emerged from the darkness.

"Ha-ha-ha-ha," a dark, ominous voice chortled, "now…I am truly invincible."

…

At last, Erza had finally found him! Without hesitation, the scarlet-haired wizard rushed over to the transforming hero. The brunette was chained to the seemingly nonexistent floor by glowing purple chains. He was on his knees and sat on the back of his legs with his head hung low, his arms pulled back behind his back.

"Ben!" She shouted, falling to her knees right in front of him. Erza was greatly relieved to have found him after coming so far to save him.

The re-quipping mage then noticed that Ben hadn't acknowledged her presence. He simply stared at the black floor with a distant and despondent mien.

"…please…no more…"he mumbled inaudibly.

"Ben!" Erza placed her hands on his shoulders and shook him. "BEN! It's me, Erza!"

Her shaking seemed to snap Ben out of his dazed state as he looked up at the redhead with red eyes, dried tear stains on his cheeks, and a desolate expression. This sight sent a piercing pain into Erza's chest. Seeing him in this condition truly hurt her.

"Ben…" she whispered worriedly.

"Er…za…" he looked away in disappointment. "...no…just an illusion…"

"I'm not an illusion. It's really me, Ben." She argued.

"Of all people…why take her form…?" he muttered.

Erza gently placed her left hand on his cheek and turned his face to her. "Look at me, Ben. Do I look like an illusion to you?"

Ben looked upon her beautiful face for a moment before gazing into her glossy brown eyes. A short moment passed before Ben's eyes widened in shock as he let out a surprised gasp.

"E-Erza…it's really you?" Ben stammered.

Erza smiled softly and nodded. "Yes, it's me." She gazed at him seriously. "Ben, listen to me, you're under the effects of a dangerous spell called the Entrapment."

"Entrapment…?" he parroted, confused.

"I know this is going to sound weird, but we're inside your mind right now." Erza explained quickly. "The Master cast a spell that sent Natsu, Gray, Lucy, and Happy and I into your mind so we could rescue you."

"What? Seriously…?" Ben's gaze dropped to the black floor as many thoughts crossed his mind. 'So…that guy…he wasn't really Jellal?' he thought. 'I guess that makes sense. There's no way he could've survived the tower's destruction.'

A downcast look appeared on Erza's face as she looked away. "That memory you keep seeing…that's the Entrapment trying to crush your will." She turned back to him with an urgent expression. "You have to fight against it or else it'll kill you!"

'Wait…' Ben's eyes widened slightly. 'Does that mean she saw what happened?'

"Don't listen to her…" an eerie male voice echoed through the darkness.

The knight and superhero were both startled by the sudden voice and looked around. All of a sudden, masses of dark amethyst tendrils slowly stretched out through the black void and surrounded them. To the duo's horror, attached to each of the tentacles were purple ghostly faces.

"What in the world?" Erza wondered anxiously.

More ethereal purple heads began to appear. Their cries and howls echoed throughout the dark void, only adding to the frightening scene.

"There's no need to resist." Another male voice spoke out.

"We were all in your shoes once." A female voice wailed.

"Fighting the Entrapment only prolongs the suffering…" a second female voice added.

"You can't win." a third male voice said.

"Just give in…and it'll all be over soon." a feminine voice said with a spooky and alluring tone.

Erza stared all around her at the multitude of haunting faces with a nervous look. She unconsciously held onto Ben's shoulders tighter, making him grimace slightly. 'Are these…all of the past victims of the Entrapment Spell?' the redhead wondered fearfully.

"If you give up, you'll get to be with Julie again." another woman's voice mentioned.

Ben gasped from the mention of his deceased girlfriend.

"Yes…you know you want to see her." a male face tempted. "Just give up and you'll be with her forever."

Erza immediately snapped out of her disconcerted state and turned to Ben with an urgent visage. "Don't listen to them! Those things are trying to trick you!" she exclaimed.

"Come now, it's not like you even deserve to live on." A woman's voice said smugly. "After all, what kind of hero can't even protect his loved ones?"

Ben lowered his head in shame, knowing that the voice was right. Ever since Julie and Ship's deaths, he had never been quite the same. A few months after the incident and taking proper time to grieve, he did eventually move on with his life and went back to being his old self. Along the way he matured and stopped acting like a selfish jerk to his friends and family as well.

Nonetheless, the guilt still weighted heavily on him from time-to-time, and having the scar on his chest as a constant reminder didn't help him either. Sometimes…deep down…Ben wondered if he even deserved to be called a hero. Like the voice said, what kind of hero couldn't protect those most important to them?

"Maybe…maybe I should just give up…" Ben murmured dejectedly.

SMACK!

Ben's head whipped to the right from a loud slap courtesy of Erza. He would've cradled his bruised left cheek if his arms weren't restrained behind him. The emerald-eyed teen looked back at Erza and was taken aback from the furious expression plastered on her face; it was definitely terrifying.

"What is all this cowardly talk?!" Erza reprimanded harshly. "I didn't come this far to see you quit! I won't allow it!"

Ben was speechless as he looked at Erza in shock.

"What about the first time you faced Vilgax when you were only ten-years-old? Defeating him back then seemed impossible, yet you won." Erza pointed out. "Or what about when the Highbreed were going to destroy all life in the universe, huh? There was no way you could fight them, yet you found a solution that saved everyone. Or how about when Vilgax returned when you were older with his new strength and power? It seemed like he was unstoppable then, but you bested him. And need I mention the time you defeated him when he possessed Diagon's power?"

Ben's eyes widened further. How did she know all that? He never told her about all of those adventures.

"Despite all of the odds against you, you prevailed each time!" Erza paused for a moment as he clenched her teeth in ire. "Where is the Ben Tennyson that faced tyrants, criminals, and monsters without fear? Where is the Ben Tennyson that fought alongside me against Jose and Magtartus? Where is the Ben Tennyson that helped defeat Jellal? Where is the Ben Tennyson that never gives up!? After everything we've been through, you're going to let a silly little spell kill you?! WHY?! ANSWER ME!"

Ben closed his eyes and looked away in despair. "If you really saw that memory, then you should already know why! Julie…her death was my fault! She had so much to live for…and she gave up everything for me." he clenched his teeth as his eye swelled up with tears. "When we had to tell her parents that their daughter wasn't coming home…the looks on their faces…Oh God…" he choked up on his sobs, "…how could I ever forgive myself for bringing them so much pain and sadness? How could I ever forgive myself for failing to protect her?"

"But it wasn't your fault!" Erza protested, pulling him into a tight hug. "It was Julie's choice to give her life for yours. She did it because she loved you!" she paused when the memory of Simon sacrificing his life for her appeared in the forefront of her mind. His last words echoed in her head.

'I…have always…loved you…'

Erza clenched her teeth, struggling to hold back her own sorrow. "Julie died so you could live. If you give up, then her sacrifice will have been in vain!" she cried out.

At that moment, Ben's eyes shot open as he gasped in shock. That statement broke through his self-loathing and struck him hard like a mallet on an anvil. She…she was right. How could he ever hope to face Julie again after giving up like this?

"E-Erza…" he uttered, looking back up at Erza. She wore a determined visage with tears rolling down her pink cheeks.

"You think dying is going to solve anything? Think about your friends and family back home! Think about us and everyone back at the guild! If you die, it'll bring nothing but sadness to everyone!" Erza cried out.

Ben was speechless as he stared at the redheaded wizard with a look of epiphany upon his face.

Erza lowered her head and closed her eyes, her bottom lip beginning to quiver. "You can't die. P-Please…I…I can't lose you. I…I…I just can't. I lo…lov…" she stammered.

The brunette teen's eyes widened as his mouth gaped slightly. "You what?" he inquired. A small blush grew on his face; he had an idea of what she was trying to say.

Erza clenched her teeth in moderate frustration before looking straight into Ben's eyes with a firm, resolute face.

'I can't deny this anymore.' She inwardly decided.

Ben sweat-dropped nervously. "Uh…Erza…?"

Without warning, Erza laid her hands on both sides of Ben's face, closed her eyes, and pulled him into a kiss. Needless to say, the teen hero was definitely floored by this action! Nonetheless, his shock immediately disappeared as a special warm feeling began to flow through him and steadily expunge all the guilt and despair that had been plaguing him. Ben slowly closed his eyes and relaxed into the kiss while Erza gently caressed his face. She herself also felt a similar warm feeling overwhelm her body.

Unknown to the duo, an emerald light with a golden tint started to radiate off of Ben's body. The masses of ghostly faces reeled back from the light and screamed in pained terror.

…

In the outside world, the beeping from the heart-rate monitor became slower after each passing second. Makarov sat at the edge of Ben's bed and stared at him grimly. His condition had gotten worse and he appeared to be right at death's doorstep. Porlyusica walked over and stopped right beside Makarov, handing him the black leather-bound book he had left on the table.

"Makarov, it's time." she stated gloomily.

The old man lowered his head as his face contorted in anguish. "Tell me, Porlyusica…was there anything else we could've done?" he asked.

The pink-haired healer shook her head. "No. This was his only chance." She said honestly. "At the rate his vitals are dropping, he'll be gone within three minutes, maybe less. You need to pull them out now."

Makarov nodded solemnly. He took the book from Porlyusica and opened to a page he had bookmarked earlier. After reading over the extraction spell one more time in his mind, he looked at Ben's pale form ruefully.

"I am so, so sorry…my child." He said somberly, a couple tears leaking from his eyes.

The Wizard Saint closed his eyes to concentrate. Then, a moment later, golden magical power illuminated from his left outstretched hand. Makarov opened his now glowing golden eyes and chanted a phrase from an ancient language. Suddenly, a small golden magical circle with ancient runes inscribed around it appeared above Ben's head.

His brown hair fluttered upwards as the magic circle started vacuuming air and magical energy from the side facing Ben and out through the opposite end.

…

The situation for Natsu, Gray, Lucy and Happy had worsened since Erza's departure to save Ben. The remaining Ultimate Team members' resolve to buy Erza as much time as possible was rock hard; unfortunately, there was only so much their bodies could take and they had already exceeded their limits. Entrapment Aggregor was simply way out of the team's league, especially in their current conditions.

"Lucy…stay behind me." Loke commanded, panting hard from exertion. His fancy suit was torn and ripped in several places.

The orange-haired spirit stood in front of Lucy, who was lying on her stomach with her left arm out to prop herself up. Her body was covered with cuts and bruises, and her clothing was in tatters. Lucy's magical reserves were low, too low to summon any of her spirits. After seeing how dire his master's situation was, Loke had opened his own gate to protect her once again.

Lucy weakly lifted her head, revealing a swollen bruise on her left cheek. "L-Loke…don't. He's too strong…" she said weakly.

Elsewhere on the battlefield, Natsu and Gray were strewn out and lying on their stomachs, unconscious. Their clothing was torn and ripped in various places, and their bodies were in rough shape. The fire and ice wizards were both beaten and out of magic. Happy currently was standing by Natsu's side, trying to wake him up.

"Please, Natsu! You have to get up!" Happy pleaded desperately.

Natsu could only respond with a weak, painful moan.

Loke jumped in the air and yelled, "Regulus Impact!" a gold-orange lion head fired out from his yellow magical circle.

Ultimate Aggregor looked at the incoming light-comprised attack impassively as it struck him. The force of the impact created a loud explosion that threw up a mushroom cloud of grey moon dust into the air.

Loke landed on his feet and was breathing hard. He had really exerted his magical power. He kept his attention on his opponent, but the view was obscured by the grey dust. Suddenly, a pair of violent eyes shined through the cloud and a couple of whitish-blue colored tentacles stretched out and wrapped around Loke's arms before he could react. He was then electrocuted with thousands of volts of electricity.

The Lion Spirit cried out in agony before he disappeared in a flash, forced to return to the Spirit World.

"Loke…" Lucy muttered sadly.

Ultimate Aggregor levitated out of the dust cloud and returned to the ground, looking around at the fallen wizards stoically.

"Slave," a familiar voice said in his head.

'Yes, master."

"No more playing around. Finish those pests at once and come to me. Now's the time to finish our mission."

He nodded. 'Understood. But what about the redhead. Did you destroy her?'

'That's not important! Do as I command!' his master shouted before cutting off the link.

"Hmm…" he narrowed his eyes suspiciously. "Something must've gone wrong on his end for him to be calling me back like this."

Entrapment Aggregor turned his attention back to the wizards and cat and said, "As entertaining as punching bags you are, I'm afraid I have no more time to waste on you fools." The manifestation outstretched his right arm and a bluish-white ball of lightning charged up in his hand.

"Natsu! He's about to attack again!" Happy cried out, shaking him frantically. "You have to get up!"

"I…I…can't. I'm out of power…" he moaned.

"This is the end of your journey, wizards. Be proud that you made it this far." Ultimate Aggregor sneered. He then discharged three bolts of blue electricity straight at the group.

Lucy and Happy closed their eyes and prepared for the final blow. However, just seconds before the lightning struck the group; a golden magical circle appeared in the sky. Instantaneously, Lucy, Natsu, Gray and Happy's bodies were converted into gold, fiery orange, white, and blue energy tendrils respectively.

The multi-colored tendrils shot up into the sky just milliseconds before Entrapment Aggregor's lightning struck the spots where they had been. The colorful streams flowed into the gold magic circle and disappeared, with the circle itself vanishing immediately afterwards.

Ultimate Aggregor's sneer dropped into a frown as he gazed to the sky where the magic circle had been with a raised brow ridge.

A short moment of silence passed before he scoffed, "Hmph…it seems fate was kind to them and spared their lives. No matter, the friend they came to save will not be so lucky."

The manifestation summoned a purple-blackish sphere and calmly walked into it, disappearing from the scene in a flash.

…

The passionate kiss between Ben and Erza continued for a few moments until a golden magic circle appeared roughly a hundred feet above them, making the ghostlike tendrils nearby cry out and move away from it. Their kiss was promptly cut off when Erza felt herself being forcefully pulled away from Ben and into the air.

"BEN!" she exclaimed, reaching out to him.

"ERZA!" he shouted, panicked.

All of a sudden, Erza's body transformed into a scarlet-colored energy tendril and flew up into the magic circle. In less than a few seconds, the scarlet stream disappeared into the circle right before the circle itself shattered into nonexistence.

Ben stared up at the spot where the circle had taken Erza with wide eyes and mouth agape. He then lowered his head, a dark shadow cast over his face. The emerald light glowing off his body started to dim and the swarm of purple faces grew closer.

Multiple voices continued ranting repetitively on 'surrendering' and 'how sweet death is', but Ben wasn't listening one bit. His mind was completely focused on one thing.

"Erza…" he said under his breath.

…

In the dark void outside the purple sphere that held Ben, Ultimate Aggregor suddenly appeared in a flash of amethyst. The manifestation looked up into the sky and smirked. "I see you changed into that creature, master."

The storm clouds parted enough to reveal the massive octopus-like form of Diagon! But like all of the Entrapment Spell's constructs, his eyes were bright purple.

"The magical energy signatures of those wizards suddenly disappeared; including the redhead's. Was that you?" Entrapment Diagon asked with a dark, booming voice.

Ultimate Aggregor shook his head. "No. Just before I would've killed those other three and the cat, they vanished into a magic circle. I can't sense them anywhere in the mindscape now."

"They must have been extracted into the real world then." The prime Entrapment manifestation concluded. "Good. Now we can finish our mission without any more distractions. Slave, if you'd be so kind as to deliver the final blow."

Ultimate Aggregor sneered and ambled toward the amethyst orb, his violent eyes glowing brighter. "It'll be a pleasure."

…

The howls from the purple eerie heads surrounding Ben echoed across the void that he was entrapped within. But the brunette paid the ghost-like constructs no heed as he stared at the black floor, lost in deep thought.

"Erza…" he murmured.

His mind was going over the things that Erza had said to him.

"What is all this cowardly talk?! I didn't come this far to see you quit!"

"You think dying is going to solve anything? Think about your friends and family back home!"

He suddenly thought about his parents, his aunt and uncle, Grandpa Max, and Gwen and Kevin. How they had all been there for him during the lowest part of his life spent mourning for Julie, and how they had helped him get back up and continue on. If it weren't for their love and support, Ben wasn't sure he could have survived.

The fact that he had been missing for nearly three months surely already had them worried enough. The sadness that the news of his death (delivered by Paradox possibly) would bring to them made him feel terrible.

"Think about us and everyone back at the guild! If you die, it'll bring nothing but sadness to everyone!"

He thought of every member of Fairy Tail he had met and known so far. They all had their own personalities and quirks about them. Yes, they were quite a rowdy and boisterous group of people that loved causing destruction. But they genuinely cared about each other and they had such a gravitating pull. The thought of bringing misery upon them via his death sent a wave of piercing guilt through the eighteen-year-old.

Unexpectedly, Ben strangely started having images pop up in his mind. 'Huh…w-what's going on?' he looked at the images closely and his eyes widened in shocked disbelief.

He was seeing small instances of the Ultimate Team fighting his old enemies. He saw them fight those two bounty hunters from when he was a kid, Ghostfreak, the Highbreed and DNAliens, and finally Vilgax himself!

'My friends…they fought all of those powerful guys…just to save me?'

Needless to say, Ben felt very emotional upon seeing what had happened. The fact that these people he had met almost three months ago would selflessly lay their lives down for his own meant the world to him.

"Natsu…Gray…Lucy…Happy…Erza," Ben uttered the name of each member of his team, "they came so far, gave so much just to rescue me."

"After everything we've been through, you're going to let a silly little spell kill you?!" Erza's words from earlier screamed through his mind.

Ben gnashed his teeth and balled his fists, breathing deeply. A sudden wave of rejuvenated resolve enveloped him and pushed him out of the pit of despair that had surrounded him.

"No…I won't." Ben growled determinedly.

Suddenly, the emerald and gold light began to shine bright once more. The ghostly heads reeled back away from him and cried out in pain from the growing light.

"They all sacrificed so much so I could live." The scenes of Julie uttering her last words to him and the Ultimate Team defeating Vilgax with the Unison Raid popped up to the forefront of his mind. Ben growled and pulled against his restraints with all his might, "I won't let their sacrifices be in vain!"

At that moment, the light flaring off of his body intensified exponentially and the chains restraining him promptly shattered into tiny pieces. The emerald and golden energy emitting from Ben pushed the darkness away, and the ghostly apparitions let out wails of pained horror before they were disintegrated.

The prison that had been entrapping Ben was gone.

…

Ultimate Aggregor came within a few meters of the purple orb before the sounds of cracking made him stop. He then took notice of bright emerald cracks spreading around the amethyst sphere. The manifestation uttered a sound of surprise and cautiously stepped back.

"What? How…?" his eyes widened incredulously.

"No! It's impossible!" Entrapment Diagon boomed in disbelief. "His will was crushed!"

The purple sphere shattered into pieces and bright emerald-gold light radiated through the dark void. The black space around Ben cracked apart and was replaced by the glowing light. The teen hero looked up and scowled at the forms of his two most powerful foes.

"I am through with you posers." Ben snarled.

"Slave, DESTROY HIM!" Entrapment Diagon roared.

Ultimate Aggregor narrowed his eyes as his hesitation was replaced with annoyed ire. As he charged forward he yelled, "You've never defeated this villain before. What makes you think you can now? AGH!" He reared back his right arm and his hand shifted back into his wrist, a metal ball deployed in its place.

Ben, however, stood motionless as the mutated Osmosian approached him. "Simple"

A shockwave echoed across the void as Ben effortlessly caught the blow in his left hand!. Diagon and Ultimate Aggregor's eyes both widened incredulously from this impossible act.

"What?!" Entrapment Aggregor barked.

"I'm a lot stronger than I was back then." Ben glared up at the manifestation in derision. "Did you really think I was going to lay back and die after you all hurt my friends?!" he exclaimed.

He balled his right fist, pulled it back, and delivered a haymaker into the manifestation's face. Astonishingly, the punch sent a shocked Entrapment Aggregor careening back with purple cracks spreading across his face. The cracks covered his body completely before he exploded in a plume of purple vapor.

"No…how? How could he have-" Entrapment Diagon's eyes widened in horror when he realized what was going on. "His will…it's overpowering my hold on him!"

Ben turned his gaze up to the squid-monster in the sky. "Doesn't matter what form you take. You're powerless against me now."

"Silence!" the Demon God bellowed. Black storm clouds raged around his horrendous body while amethyst lightning cackled across the sky; nevertheless, Ben wasn't impressed in the slightest. "I am the Entrapment Spell! I have killed hundreds! I will not be beaten by a magic-less whelp like you!"

Entrapment Diagon's eyes glowed brighter before two red beams fired out of them and came together midway to form a single larger beam.

Ben stood strong and didn't even attempt to dodge the massive ray. Unbelievably, when the red beam came into contact with the mass of emerald energy radiating from Ben's body, it broke apart and dispersed into nothingness.

"You're nothing but a scourge that manipulates people's inner suffering to kill them." He narrowed his gaze at the massive manifestation as the light around him expanded, cracking apart the darkness. "I can't believe I allowed myself to be almost consumed by you."

Entrapment Diagon was speechless as he stared down at Ben in shocked disbelief.

"My friends came so far and endured so much for me. I won't let it go to waste!" the green-gold energy flared outward like an expanding star and pushed away the bleak, black void. "This is my mind! And I want you OUT!"

"No. No. NO. NO!" Entrapment Diagon extended one of his tentacles to smite Ben; however, as soon as it came into contact with the green energy, it broke apart into a cloud of violent mist.

'No. This can't be. He's…he's just a normal human!' the Entrapment thought hysterically. Right before the light struck him; the tentacle beast saw the image of a dark-haired man in Ben's place, the first person the spell had ever tried to kill – and failed.

"NNNOOOOOO!" As the emerald-gold light enveloped the manifestation, his massive body turned black and shattered into oblivion.

The brilliant light continued growing and wiped away all the storm clouds and darkness that had filled Ben's mind.

…

Back in Porlyusica's house, multi-colored energy tendrils came out of Ben's head and travelled into the yellow magic circle positioned above him. When the colorful streams passed through, golden-white light flashed across the room and made Makarov and Porlyusica shield their eyes.

When the light disappeared, there were multiple cries of surprise as the Ultimate Team appeared and fell into a big pile in the middle of the room. Groans of discomfort emanated from the pile of wizards.

Happy was on the bottom underneath Lucy's stomach with swirls in his eyes. Natsu was draped over Lucy and Gray was crumpled on top, lying on his back in an awkward fashion. Erza was sprawled out on the floor next to them.

"Ugh…what…what happened?" Lucy grunted, still feeling hazy.

Natsu groaned as he pushed a dazed Gray off of him and crawled off of Lucy.

"Heeelp!" Happy cried out, muffled by Lucy's belly. "I…can't…breathe! Lucy's giant weight is crushing me!"

Lucy growled as a vein throbbed on her temple. She sat up and rammed her fist into Happy's head, irked. "Shut up, yah stupid cat!"

"Owie…" Happy cried.

"Guys, settle down." Gray groaned as he pushed himself off the floor. "Or haven't you noticed yet?"

The group took notice of their surroundings and was surprised to find that they were back in the real world inside Porlyusica's house. Porlyusica and Makarov were both standing by the unconscious Ben's bedside.

"Master Makarov!" Erza said in alarm as she steadily stood up.

The team hadn't noticed yet that the injuries they'd sustained in Ben's mind were no longer present.

"What did you do, you old geezer!?" Natsu shouted.

"Yeah!" Gray added. "Why'd you pull us out?"

"Guys, calm down!" Lucy argued, standing up. "If the Master hadn't pulled out us when he did, we'd be dead!"

"But what about Ben?!" Natsu protested.

"Erza," Gray turned to the scarlet-haired knight, "did you get to him?"

Erza nodded. "Yes, I did." She then lowered her head and gritted her teeth, visibly distressed. "I…I was so close to saving him." She looked up with a furious expression and stomped over to Makarov. "WHY? Why did you us pull out?! I almost saved him!"

Makarov, not turning around, simply pointed to Ben. His eyes were closed and he had a visibly disturbed look on his face.

Porlyusica moved aside in order to not obstruct their view. The Ultimate Team choked out gasps of horror. Ben was lying on the bed, his skin was deathly pale and he wasn't breathing. The heart-rate monitor let out a continuous ring, indicating that his heart had stopped.

"He…he just stopped breathing right after I pulled you out." Makarov said, choking back a sob. "It's over. He's gone."

Looks of horrified dismay were etched onto the Ultimate Team's features.

Erza stared at Ben with wide eyes, her body trembling slightly in dismay. "No…" she whispered, her bottom lip quivering. "No. No. NO!" the re-quipping mage rushed over to Ben's side while Makarov stepped back to give her some room. She splayed her arms over him, resting her head on his chest. "No…please…you can't die!" she cried.

She looked up at Ben's pale face, heartbroken. Tears were freely flowing from both eyes. "You just came into our lives. You never even got to return home!"

Lucy turned to Natsu and buried her face into his chest, unable to stop herself from crying. Natsu, meanwhile, was frozen in place as he stared in shock. Gray turned away with his eyes shut tight, unable to bear the sight. The loss of his Master Ur vividly returned to his mind upon seeing his dead friend. Happy stood by Natsu's leg with his head down and eyes streaming. Makarov lowered his head in grief while Porlyusica looked away with a frown.

'What kind of madness is this? Having to bury another child in a span of two years?' Makarov thought, pain-stricken.

Erza buried her face further into Ben's chest, her scarlet hair covering her face from view. "Why…?" she sobbed. "Why did you have to die? It's not fair!"

'Why does this happen?! I just wanted so badly…so badly to love someone…and have them stay.' Erza thought sadly.

Erza could speak no more words as she continued to cry without abandon, hugging Ben's body tighter.

An air of despondency hung over the room as the group mourned at the loss of their friend.

Then, just as it all seemed over, an emerald-golden light flashed off of Ben's body; much to everyone's astonishment. Erza pulled back from Ben and sat up, covering her eyes from the blinding light.

As the brilliant flash disappeared, everyone turned back to Ben and was met with quite a shock. His chest was rising and falling slightly while the heart-rate monitor let out a string of beeps, indicating his heart was pumping again. His skin was steadily returning to its normal color as well.

Porlyusica let out a startled gasp as she quickly walked over to Ben. She took his arm in her hand and checked his pulse.

"His pulse rate is stabilizing." Porlyusica informed, amazed.

"That's not all." Makarov added, equally astounded. "I don't sense the Entrapment Spell's energy in Ben anymore. It's…it's been completely purged."

Before anyone could respond, a groggy groan came from Ben's throat while his eyes slowly fluttered open. His vision was blurry for a moment before it refocused. He found himself lying in a comfortable bed in an unfamiliar room.

An elderly pink-haired woman he had never met before had his arm in her hand, seemingly measuring his pulse. She let go of his hand and stepped back, revealing his other teammates behind her looking at him in shock. Sitting on the bed to his right was Erza, her eyes widened and her mouth gaping slightly. Ben didn't miss the tear stains on her pink cheeks.

"E-Erza…" he muttered worriedly. "What's wrong…? Why are you crying?"

Erza's eyes brimmed with tears once more as she gnashed her teeth together. Ben looked at her in concern and was about to sit up when she suddenly collapsed on him and hugged his neck tightly. The redhead buried her face into his shoulder, breaking down into a sobbing fit.

Ben blinked a couple times in confusion before he rested his hands on the middle of her back gently, rubbing gently in a comforting manner.

The melancholic aura was immediately uplifted as everyone in the room looked at the now awakened superhero and crying redhead with bright, relieved smiles. The Entrapment Spell had finally been destroyed.

…

Insert ending song: "Thank You Forever" by Mariya Nishiuchi

0:00 – 0:16 = It's nighttime and the sky is clear. The stars are shining bright and the moon is in its waxing crescent phase. The camera slowly moves down and a shooting star crosses the sky toward the lower left. Ben is lying on his back on the roof of his house with his hands behind his head and his right knee cocked up. He gazes up at the night sky with an introspective look.

0:17 – 0:35 = Camera zooms in closer to Ben's face as he continues to look up at the sky. He then shuts his eyes and images appear across a black screen.

The first image is of ten-year-old Ben and Gwen squabbling; the latter had an ice cone on her head and was not happy at all while the former was sticking his tongue out at her mockingly. Grandpa Max is standing in the background with an exasperated look.

The second image is of sixteen-year-old Ben and Gwen and seventeen-year-old Kevin. The trio is sitting at a bench outside Mr. Smoothy's with smoothies in hand. They were talking animatedly and overall having a good time.

The third image is of Ben and Julie walking next to each other at the Pier. They both have a stick of cotton candy in their hands; blue for Ben and pink for Julie. The couple is laughing while Ship is on Julie's right shoulder.

1:00 – 1:23 = Images of his experiences in Earthland then start rolling across the screen.

The first sequence is of Humungousaur punching the Vulcan he had encountered when he arrived high into the sky. The next sequence is of Humungousaur grabbing the bandit that was about to stab Lucy.

The next clip is of Ben sitting in the train with Lucy, Happy, and a motion-sick Natsu. It then moves on to Natsu and Ben's fight; more specifically, the part where Rath and Natsu brawl. Happy is in the background with an excited expression and stars in his eyes.

The next clip is of Clockwork and Natsu fighting Zalty on Galuna Island. It then moves onto Ben and Erza's fight with Jose during the battle against Phantom Lord.

The next scene is of a completely surprised Ben and Erza shooting across Magnolia in the magic-mobile, which was being powered by the Omnitrix. The clip after is of Upgraded Erza delivering the final blow to Lavazilla/John Magtartus. Following that is the duo sitting in the magic-mobile talking animatedly as they drove home.

It then cuts to the Ultimate Team having fun on the beach at Akane Resort. Right after is the finale battle between Jellal, Atomix, and Natsu.

The next clip after is Erza tearfully hugging Ben on the beach after he had just escaped the destruction of the Tower of Heaven while the others are in the background smiling at the duo.

1:24 – 1:55 = The camera cuts back to Ben. As he looks up into the sky, he sees apparitions of his parents, Grandpa Max, and Gwen and Kevin smiling down at him. They fade away and are replaced with Julie giving him a loving gaze while Ship rests on her shoulder with his usual adorable look.

The camera goes back to Ben's face to reveal a tear rolling down his right cheek. Suddenly, a surprised look crosses his face when a soft hand is placed on his elbow. He looks up in surprise to see Erza, sitting to his right, looking at him with a bright smile. She is wearing her normal, casual clothes.

Ben takes notice that they aren't alone. Natsu, Lucy, Gray, Happy, Mira, Cana, Juvia, and Elfman are all lying on his roof around the duo as well. The group looks at Ben and Erza and gives their own smiles/smirks. Ben then looks back to Erza to see she has offered her hand to him.

He blinks a couple times in surprise before a bright smile spreads across his face. The superhero takes the hand of the re-quipping wizard as they both lay back down on the inclined roof, gazing up at the night sky with the rest of their friends.

Camera cuts back to the night sky and the "Written by Ultimate10" card appear on screen. Below it is another card saying, "In collaboration with TallGuy94, Vanessa Masters, Star Saber21, and Masamune X23" Right below that is a disclaimer stating "Ben 10 is owned by Man of Action. Fairy Tail is owned by Hiro Mashima"

…

A/N: Well, that's a wrap on the Entrapment Arc. Finally! I can't believe I finished it!

I'm sure most of you have noticed the shout outs to Omniverse in this chapter with Ben's new attire, Dr. Pyschobos, Vilgax's Malware Armor, the design of Galvan Prime, Galvan B, and the method in which Ben finally defeated Vilgax once and for all.

I know you've probably got plenty of questions and I'll do my best to answer some of the most obvious ones.

No, Ben has never met Malware before. He existed long before Ben was ever born. How long? I can't say for sure since it was never stated how long ago Azmuth made the Mecamorphs. I presume Malware was created along with the rest of the Mecamorph race after Azmuth created Ascalon but long before he invented the Omnitrix; so, roughly in the 1000-2000 years ago timespan.

What is Galvan Prime's design? It's a rough combination of the way it looked in AF/UA with some hints of Omniverse thrown in. I will give OV credit for the unique design for alien worlds.

Why didn't the Mecamorphs aid the Galvans when Vilgax was attacking? Vilgax knew that the Mecamorphs would pose a problem to his army of drones, so he had Dr. Pyschobos create a shield around Galvan B that entrapped the Mecamorphs within. It's the same kind of shield Pysphon used during the Conqueror's Challenge saga in AF, only much more advanced. However, Azmuth personal teleporter was able to get him and Max through unlike standard teleporters.

Was that Ben's first time using Feedback? No it wasn't. He had unlocked that form a few weeks prior.

If NRG's armor is unlockable now, then why hasn't Ben used NRG's true form yet in the past major battles? Good question. The reason is, much like the scar on his chest, coming out of his armor to fight in his true form would remind him too much of Julie and Ship's death and would affect his psyche too much. Not wise to go into a battle when you can't even think properly. Another logical reason is Ben doesn't want to run the risk of poisoning everyone from NRG's intense radiation since he's unaware of how susceptible wizards and normal people in Earthland are to it.

Since Ben has finally moved on from the guilt plaguing him all this time, will he use NRG's true form again? You'll have to wait and see.

Those are probably some of the most straight forward questions that I've gotten out of the way. However, I know that you all probably have more.

So I tell you what, I'll be making a Q/A! It won't be on this story though; I'll just upload a new story titled "Ultimate Fairy Q/As" or something like that. Post your questions in the review box and I'll try and answer up to 10-15 really good questions. I believe I'll have it posted within 1-2 weeks, depending on how fast reviews come in.

Well, a lot was revealed in this chapter and I expect it was quite jarring for most of you. I know for sure I'll be getting hate mail for killing off Ship. Yes, it is a tragedy but what can I say. There's a reason it's a tragic event in Ben's life.

IMPORTANT NEWS: I was thinking of making a one chapter story that basically goes over the details of Vilgax's escape and final plan which were not explained. It would provide clarity on how exactly Vilgax's plan was enacted and scenes that Erza did not witness. However, I wasn't sure if you guys were up for this so I'm going to make a poll that'll decide whether I do it or not.

So, please, check out the poll on my profile page after you've finished reading this note! I'd really appreciate to hear your feedback on this.

Also, I have an official image of Ultimate Fairy Ben on DeviantArt. The link to the photo is on my profile page. Check it out!

Next chapter: Aftermath – This will basically be going over the events shortly after Ben is rescued and how exactly he'll deal with everything that has happened. Ben and Erza come to terms with their feelings for one another.

When will this next chapter be done? I'm hoping I can have it done within 1-2 weeks. I'll need to take a couple days to rest and plan for the next chapter's layout after all.

Well, this has been a long journey through my first attempt at an original arc. Hope you all enjoyed it. I know it some repetitive issues, but I've learned and will try not to make that mistake again in the future.

Chibi Ben and Chibi Erza are inside the former's house. Ben is lying on the couch reading the latest Sorcerer's Weekly issue while Erza is preparing a strawberry smoothie in the kitchen.

Chibi Ben: Hey, Erza.

Chibi Erza: Yes, Ben?

Chibi Ben: The time you, Natsu, Gray, Lucy and Happy went into my mind to save me…how long were you in there again?

Chibi Erza: (hums in thought) Hmm…roughly a few hours?

Chibi Ben: Then why does it feel like you guys were in there for nearly two years?!

Please leave any comments or critique in the review box below. Flamers will be eradicated by Vilgax donning his Malware Armor. Till next time!