Ultimate Fairy

Chapter 34: Fighting Festival

Part I

As Ben walked down Strawberry Street toward the rebuiltnewly built guild hall, he reflected on his recent conversation with Team Shadow Gear. After Laxus and Gajeel had both left the park, he had approached the trio and inquired as torequested what exactly had happened. Jet and Droy explained from the beginning how they both requested for Gajeel to meet them in the park so they could dish out some payback, movingthen moved on to Laxus' sudden appearance, and finally the beating that the lightning wizard had inflicted upon the Iron Dragon Slayer.

Needless to say, Ben could understand why Jet and Droy wanted revenge on Gajeel, but he still didn't approve of the plant and speed wizards ganging up on the guild's newest member, nor did he approve of the intense thrashing Laxus had inflicted upon said Dragon Slayergave him.

What surprised the teen hero most of all was when Levy mentioned that Gajeel hadn't fought back. As Ben ambled down the cobblestone path, he placed his hands in his jacket pockets with a thoughtful visage on his face. 'Was he trying to make up for what he did to them? I dunno…I might be presuming too much.' He thought. 'But what other reason could there be?'

Ben shook his head asfrom his musings as he approached the guild hall. He walked through the courtyard and waved at a few members whom were sitting at tables, enjoying their morning. As soon as he stepped through the front doors, he looked around the large room. He was slightly surprised to see that Natsu, Gray, Elfman, Lucy and Happy were not present. Ben presumed they were either still asleep at their respective homes or had yet to return from their theatre job in Onibus.

The brunetbrunette teen still couldn't figure out why they even took that job in the first place. He then spotted Erza sitting at the bar with a plate of strawberry cake and a smoothie in front of her. She appeared to have a blissful look on her face as she consumed her favorite treats.

Ben chuckled lightly. 'DoesDoesn't she eat anything else but cake when she's here…?' he mused.

He shook his head as he strolled over to the redheaded warrior, posting himselftaking a seat on the barstool beside her. Erza's smile only brightened when Ben sat down next to her. After ordering a banana-blueberry smoothie from Mira – who looked quite cheery today – the couple began to animatedly discuss ideas on what they could do for the parade tomorrow night.

Nearly half an hour passed before Ben and Erza finally decided on what performance they would give, unanimously agreeing that it would blow their audience away…not literally, of course.

Ben and Erza switched topicstopics to another subject and chatted for almost thirty minutes until the rest of their team suddenly walked through the entrance. Lucy was hanging her head in exasperation whilst Natsu, Gray, and Elfman trailed behind her withwith her slightly annoyed expressions. Happy, meanwhile, was simply flying above them with a cheerful smile, commenting that their job in Onibus could have gone better.

As soon as the rest of their teammates entered the guild hall, Erza whispered to Ben that it was time. He gulped audibly, his heart rate increasingaudibly and could feel his heartrate increase steadily whileand a couple beads of sweat racedrace down his face. This was the big moment!

Why was he nervous? He had fought intergalactic warlords, alien criminals, monsters, and a demon god fearlessly, yet he was stressing about how his friends would react upon learning that he and Erza were now dating? It didn't make any sense.

Ben and Erza both stood up and walked to the table where Lucy, Natsu, Gray, Elfman and Happy had sat down. Natsu was about to call out to Mira to order some grub until Erza appearedsat next to him on the end of the bench, causing him to flinch in fear. Ben sat across from her with Elfman on his left.

Before the others could ask Ben and Erza about how their morning was going or inquire what they were doing in Onibus together last night, the latter spoke out and stated she needed to tell the group something important. The table immediately became quiet as they listened to the scarlet-haired mage. Lucy had an idea of what Erza was going to say while the guys remained completely clueless.

Ben imagined that Erza was going to break the news to them easily; however, the redhead skipped the preamble and got straight to the point by bluntly stating that she and Ben were now dating. A sweat drop raced down Ben's head, surprised by his girlfriend's straightforwardness. She didn't even hesitate!

A moment of silence passedwent by at the table until Natsu, Gray, Elfman and Happy simultaneously shouted "WWWHHHAATTT?!" at the top of their lungs. It was so loud that it caught the attention of the other wizards sitting at tables nearby. The guys'guys jaws were hanging down and ready to fall off while their faces had turned white from pure shock. Lucy, in contrast, simply smiled in happiness for the new couple.

"WHAT?! You two are dating now?!" Happy exclaimed.

The guild hall immediately went silent upon Happy's exclamation. A collective round of gasps went around the room as everyone turned their attention to the Ultimate Team's table with dumbfounded shock.

"WWHHAAT?!" the guild yelled in unison.

Ben rubbed the back of his neck awkwardly. He had a feeling that everyone would react this way. Erza simply lowered her headhung her head down with her eyes closed, trying to look unaffected by everyone's stares; however, Ben spotted a little bit of pink rising on her cheeks.

Anyone who was currently drinking or eating, spit out their beverage or food across their table – coughing wildly. At one table, Macao was coughing up his beer with teary eyes while Wakaba was trying to dislodge a piece of food from his throat. Max and Warren simply stared at the re-quipping mage and superhero with eyes as wide as dinner plates, similar to everyone else's expressions.

"No way…" Max breathed.

"I know what yah mean…" Warren agreed.

"It's impossible…" Wakaba wheezed, finally hacking up a chicken bone from his mouth.

Laki, meanwhile, was smiling brightly and pointing at the group of men in victory. "Ha! I told you they might've been dating! Told you! Told you! TOLD YOU!" she bragged.

At the bar, Mira was preparing a tray of beer while Cana sat on a stool in front of her. Remarkably, the brunette wasn't guzzling down a barrel of booze, rather she was going through several job requests. Her tab had been maxed out and she needed to make some money in order to cover her drinking expenses.

"Isn't this wonderful, master?" Mira said cheerfully.

"Yeah. Who would've ever thought Erza would find a boyfriend before the rest of us, huh?" Cana commented, smirking.

The white-haired barmaid noticed that Master Makarov had not yet commented on Ben and Erza's relationship and glanced over to him curiously. "Master…?"

She gasped when she saw that he was sitting cross-legged on the bar counter like he usually did; however, his entire body had turned white, his eyes were blank, and his jaw looked like it was ready to fall off his skull. If two words could be used to describe the expression on his face, they would beit was unadulterated horror.

'T-t-those two…dating…?' Makarov inwardly stuttered. 'But…t-that means t-they'll be going on more jobs together…which means…' Images of entire mountains and city blocks igniting into massive conflagrations played through his head. 'All the property reparations…all the apology letters…'

"Master…?" Mira said, concerned.

'And if those two ever have children…the damage they could cause…' the small guild master somehow became paler. The thought of those two having offspring and the destructive potential they could harbor made his old body quake.

Suddenly, Makarov fell over limp as a ghostly apparition of himself floated out of his mouth. "Master!?" Mira immediately ran over to the midget and frantically tried to shove the spirit back into Makarov's body. "Please! Don't leave us, master!?"

Cana glanced over with a raised eyebrow, still holding fliers in her hands. "Did something come out again?" she asked offhandedly.

Makarov suddenly let out a frustrated yell and threw up his arms. "RRAAGGGH! I'm never going to be able to retire at this rate!"

Without warning, a mob of guild members marched over to the Ultimate Team's table. The male and female wizardsmobs unceremoniously grabbed Ben and Erza respectively and took them to opposite sides of the guild hall. The women congratulated Erza for finding a man and started asking her multiple questions on her relationship with Ben; mainly how and when it happeneddid it happen. Meanwhile, on the other end of the spectrum, the men were hounding Ben as toon Ben to confess how he got one of the most beautiful women in the guild to be his girlfriend and demanded advice from him.

Needless to say, the twobrunet and redhead were both overwhelmed by the sudden attention and bombardment of questions. For the past hour, the couple was forced to sit down and awkwardly answer inquiries from their fellow guildmates.

After the guild started to calm down from the sudden revelation of Ben and Erza's relationship, most of the members returned to their tables and mainly discussed the Harvest Festival, which would be starting tomorrow.

The Ultimate Team was sitting at a table together again. Ben and Erza sat next to each other and were drinking their respective smoothies while Natsu, Gray, and Happy had just recovered from their petrified shock. Capable of speaking once more, the trio groaned tiredly and laid their heads on the tabletable top.

"Man…my head hurts…" Natsu groaned pitifully.

"Aye…mine too…" Happy moaned.

"It feels like my brain was frozen solid, melted into mush, and then frozen again…" Gray commented.

"You guys are so dramatic," Lucy sweat-dropped. "Is Ben and Erza's relationship really that much of a shock to you?"

"Aye! Erza's so strong! No one ever thought she'd find someone able to put up with her." Happy replied.

"What was that?" Erza growled angrily, a malicious aura surrounding her.

"Lucy said it!" Happy panicked.

"You little liar!" the blonde screeched.

"You guys are dramatic alright. Where was that drama on stage last night?" Ben joked, picking up his glass to sip his smoothie.

Lucy groaned in exasperation and slumped her shoulders. "Please…don't remind me of that. We didn't even make any money from that lousy job..."

"You were the one who picked it out." Natsu mentioned.

"Because it was supposed to be a simple request! One that you dunderheads couldn't possibly screw up by demolishing something! But I guess I should've known better!" Lucy exclaimed furiously.

"If I remember correctly, that job was only asking for wizards to draw in viewers. Why were you guys playing the lead roles?" Ben asked.

"All the actors bailed on the director at the last second." Gray answered. "So, he had us fill in instead."

'Geez…no wonder the play was terrible. They only had a few hours to prepare for it.' Ben thought. 'What was that director thinking?'

"Yeah, and thanks to you guys demolishing the theatre, all of our money went to paying for damages." Lucy laid her head on the table and started to cry, rivers of tears pouring off the edge. "If I don't make any money for rent soon, I'll get kicked out!"

"Cheer up, Lucy." Happy flew over to Lucy's side and pulled a piece of folded up paper from his knapsack. "I just remembered that I was supposed to show this to you. This ought to solve your rent problems."

The blonde-haired wizard ceased her crying and took the paper. She unfoldedunfolded the paper and looked at it carefully. When she spotted a little box at the bottom of the page, her expression immediately perked up. "Miss Fairy TailFairytale Contest…?"

"Aye! As you can see the winner gets five hundred-thousand JewelsJewel." Happy stated.

"Oh wow…if I could just win that prize money, I could cover rent for the next seven months!" Lucy said, amazed.

"A contest, eh?" Erza adopted a thoughtful look for a moment before a smile graced her face. "Very well. I will join this competition as well."

"Really?" Ben looked over to the redhead, slightly surprised.

"What?! You're entering too?!" Lucy yelled, shocked.

Erza nodded. "I can't help it. Whenever I hear the word 'contest', I get all worked up." A devious look then crossed her face as she thought, 'And that money could be used to fund a little project of mine.'

"Mira and Cana are entering the contest too!" Happy pointed out. "So, who knows…you might have a chance."

Lucy once again fell to the tabletoptable top and cried in defeat. "Bye-bye prize money. It's over for me…" she wailed.

Ben leaned over to Erza and whispered, "Not that I don't want to see you in a beautiful outfit onstage, but Lucy looks like she could really use the money."

"There's no telling what could happen even if I didn't enter." Erza pointed out. "Besides, I just can't help myself. I must compete!"

The redheadedredhead knight then looked over to Lucy's crying form and could see why Ben was concerned. She certainly didn't want the blonde to lose her home; after all, where would the team gather for meetings if she did? After a moment of contemplating her predicament, Erza devised a solution.

"I tell you what, Lucy, if you don't win the contest then we can all go on a job together to help cover your rent. Does that sound fair?" Erza suggested.

Lucy sat back up. "Really? Are you sure?"

"Of course." Ben smiled. "We don't want you to lose your apartment."

"Yeah, if you get kicked out, where would Happy and I go to hang out?" Natsu stated nonchalantly.

"Aye," agreed Happy.

"At your own place!" Lucy yelled, a vein throbbing on her forehead.

Nighttime had fallen over a small town called Shirotsume. To the north of the village was a Dark Guild dubbed Ghoul Spirit. Currently, the dark guild's main entrance had been busted open as three familiar figures walked through. A few random wizards had attempted to jump the trio, but were easily defeated and sent careening back painfully.

The three figures stood intimidatingly in the doorway of the Ghoul Spirit guild hall. These three were none other than the members of the Thunder Legion.

"You laughed at us, didn't you? Big mistake." The low, debonair voice of Freed declared.

"If you're looking for a fight, you got one!" A guild member shouted.

The whole guild roared in agreement. Two wizards started to charge at the trio, one wielding a katana.

"To think that a pack of rats would have the audacity to mock members of a proper guild," Evergreen said in haughty manner, her eyeglasseseye glasses glowing brightly. "What is the world coming to?"

The light-haired brunette lowered her glasses to look at the charging men and yellow circles appeared in her irises. Suddenly, after looking the men in the eye, they were turned into stone statues!

"Whoa!"

"What happened!?"

"They turned to stone!"

The Ghoul Spirit men all murmured and gasped in alarm while several growled in anger.

"YOU'LL PAY FOR THAT!" One shouted and jumped into the air to attack the three. He was then joined by several others.

Bickslow stepped forward with a manic grin, obviously excited from the fighting.

"Come on, Babies! LET'S PARTY!" Bickslow cheered as he threw his arms out.

Bickslow's 'babies', which were his five totems, flew out with high-pitched cheers toward the men leaping at them, blasting them with light green energy beams. They then peppered the rest of the men on the ground with more blasts.

Bickslow chuckled with a wide, mad grin at the light-show thatlight show his 'babies' were creating.

"I think that's enough, Bickslow." Freed spoke up, causing Bickslow's grin to drop.

"What? You mean we're done already?" Bickslow asked, turning to look at the green-haired wizard.

"Let's not waste our time with these weaklings," Freed said with a disparaging tone. "I don't even know why they bothered to form a guild."

He gave a vague glance over the members of Ghoul Spirit, laying out on the ground either petrified or blasted by the totems.

"But we can't leave just yet. My little babies are lookin' to have more fun," Bickslow said.

The five totems floated next to their owner and simultaneously chanted in chorus, "~More fun! More fun!~"

"Be patient. I assure you that they'll see plenty of action soon enough." Freed assured, lifting up his right hand to push away a lock of green hair – revealing the green Fairy Tail stamp on his hand.

"So, we're going through with Laxus'Laxus's plan?" Evergreen said as she held up her fan over her face before lowering it, showing the green Fairy Tail mark on her right breast. "I suppose it's about time."

"You better not be jerkin' my chain 'cause I've been waiting for this…my babies too." Bickslow commented as he stuck out his tongue to show off the black Fairy Tail tattoo on it.

"Still…I do hope this plan is well thought out. We originally hadn't planned on Ben being in this game. And with his abilities..." Evergreen mentioned as she frowned pensively.

Freed nodded, sporting a similar frown. "There's no need for you to worry. After witnessing his fight with Erza and the Take-Overs he used, I'm confident that I've planned accordingly. However, he's still a wildcardwild card we shouldn't underestimate..."

"C'mon! That punk might be strong and all, but you seriously think he can take on all of us AND Laxus? Now I know you're messin' with me!" Bickslow laughed, unintimidated by the idea of Laxus and the Thunder Legion fighting Ben.

"~Ha! Good one! Good one!~" His babies chimed.

"No. In fact I'm quite certain Laxus could defeat him singlehandedly, but we shouldn't be careless. Besides, he shouldn't have to sully his hands with that upstart..." FreedThe green-haired wizard affirmed.

Some of the Ghoul Spirit members started to come around and looked at the three Thunder Legion members in shocked fear.

"Who the heck are these guys? There's only three of them. How could they take out our whole guild like that?" One man said, lying on the ground.

"Hold on! That's the Thunder Legion!" another man gasped in recognition. "Some of Fairy Tail's best… and Laxus'Laxus's personal guards!"

Meanwhile, Laxus was shown sitting atop a cliff ledge, chuckling.

"The Thunder Legion will be back soon. Looks like my time has finally come..." Laxus boasted to himself, eyes shut as he sat in front of the glorious view of Magnolia at night. The lights of the town were a beautiful scene; however, the beauty was lost on the lightning wizard, who only thought of his upcoming goal. He opened his eyes and stood up to grin maniacally at the town.

"Your little fairies are gonna eat each other alive," Laxus proclaimed. "Hear that old man? Your era's about to come to an end!"

The next day, the town of Magnolia was bustling with excitement for the harvest festival tomorrow. Townsfolk and shopkeepers worked hard to put up decorations on the buildings and above the streetsacross the streets above. Makarov and Mira were currently walking down the cobblestone roads, each carrying a box full of decorations in their arms.

"The whole town is getting into the harvest festival spirit." Makarov happily noted.

"And everyone at the guild is getting ready for the Fantasia Parade." Mira added.

"Of course. Everyone around the country comes to see our parade. We can't let our fans down, can we?" Makarov smiled.

"It'd be nice if Laxus would join us for once." Mira said wishfully.

Makarov frowned and muttered, "The less said about that bum, the better."

"I heard from Levy that he's back in town. Even if he says 'no', it wouldn't hurt to ask him." Mira mentioned.

"He came back?" Makarov looked up to the white-haired beauty, surprised. He came to a stop and looked atlowered his head to the ground, a thoughtful expression crossing his face.

Mira noticed the guild's leadershort-man stop and looked back in concern. "Something wrong?"

The old man didn't respond immediately. "Of all times, why'd he have to show up now?" he wondered.

Makarov reflected on a memory of himselfhim and Laxus at the Fantasia Parade many years ago when Laxus was just a young boy. Laxus had been anxious to see the parade; at first, it looked like a dense crowd of people would keep him from seeing it. However, Makarov took action and put the boy on his shoulders, using his Titan Magic to inflate his body until they could see over the crowd and have a great view of the floats.

He could still remember his grandson'sLaxus's bright smile and when he called him 'the best guild master ever'. Those were good times.

As Makarov recalled those old memories between him and Laxus, a young boy and his grandfather walked past the duo.

"When I grow up, I'm gonna join Fairy Tail and be a great wizard too." The boy exclaimed boisterously.

The old man chuckled and said, "Oh, are you know? That's great."

Makarov let out a deep sigh. His relationship with Laxus had been shaky for some time, but it was always harder to bear around this time of the year.

The day of the Harvest Festival had finally arrived! It was late morning and the streets of Magnolia were already filling up with eager travelers from across the kingdom. Food and souvenir stands had beenwere set up along the sides of the streets and some folks were dressed in amusing getups to entertain the kids. Colorful balloons, streamers, and banners were spread outstrung up across town as well to add to the festive atmosphere.

Meanwhile, inside the Fairy Tail guild hall, a large group of people - mainly consisting of men - had gathered. The guild hall resonated with lively cheers and whistles from all around. The pink banner hung up on the front gate of the guild emblazoned the clear reason why all the male spectators were so worked up in fourthree words: Miss Fairy TailFairytale Contest.

"The long wait is finally over, ladies and gentleman!" Max exclaimed joyfully from the stage. "Welcome! To the one and only Miss Fairy TailFairytale Contest!"

Max had a lacrima-studded microphone in hand, beaming with a big grin. He was dressed in a formal dark suit over a light-colored shirt with an extremely large bowtie. Everyone in attendance cheered loudly, eager for the contest to start.

"Where your favorite fairies fight in a battle for beauty." Max continued. "I'm Max Alors, Sand Wizard extraordinaire, and I'll be your host for this exciting event!"

Ben, Natsu, Elfman, Gray, and Happy were sitting at a table as the beauty pageant-talent show hybrid was about to begin. A couple days ago, after Ben and Erza had revealed their relationship to the guild, Makarov had admitted that he was planning to make Ben a judge for the contestMiss Fairytale Contest as a way of cheering him up after the whole Entrapment fiasco.

The teen hero had eyed Makarov strangely at the time. Makarov thought that making him a judge at the beauty pageant would make him feel better? Ben appreciated the sentiment, but he'd be more flustered than anything. Thankfully, he didn't have to worry about it. Since Erza was competing in the contest, Ben was unqualified to be an unbiased judge.

Not that Ben was complaining, though. He was totally fine with being a spectator for the pageant. He did make sure to thank Makarov for the offer anyway.

"I expected to see Ben and Elfman here, but, why are you?" Gray asked Natsu, who munched on a biscuit in boredom.

"Cause he's a man!" Elfman declared with certainty.

"Doubtful..." Ben said, unsure. As far as he had observed, Natsu didn't really seem interested in females to the extent that Elfman was implying.

"Now, let's meet entry number one: The exotic beauty who will drink you under the table any day of the week!" Max gestured to the side with a grand flourish. "Cana Alberona!"

The limelight shined on Cana, who posed in her usual outfit with one hand on her hip and the other behind her head in a seductive pose. The crowd made a loud ruckus, some even held up signs stating, 'We love Cana.'

Ben, Gray, Elfman, Natsu and Happy were the exception, however, as they simply clapped politely; excluding Natsu, who simply looked away in disinterest.

"NOW BUST OUT YOUR MAGIC AND SHOW US YOUR STUFF!" Max yelled. He was so pumped up, he bent over backwards. Ben was actually a little concerned that he'd fall over or snap his spine. Then, another thought entered his mind.

"Huh…I've never actually seen Cana use her magic before." Ben noted.

"You're in for a show then," Gray smiled. "She's a pro at it."

Cana held up her deck of magical cards and they were sent flying around her body, obscuring her from view.

"SHE'S SENT HER DECK SPINNING! WHAT COULD SHE BE DOING BEHIND ALL THOSE CARDS!?" Max asked.

The cards dropped to reveal Cana in a sexy pose, pushing her luscious brown hair over her left eye with her left hand to give her a mysterious, sexy look. She now wore a two-piece bikini with green and red stripes on it.

"SHE CHANGED INTO A SWIMSUIT!" Max shouted heatedly with visible glee.

Cana smirked out into the and proclaimed, "The prize money will cover my tab."

Ben blinked aup a couple times at Cana, and quickly looked away with a light blush. "She's uh..." he stammered. "…confidentconfidant she'll win, huh?"

"I'd say so," Gray looked at Ben, frowning. "Hey man, why aren't you lookin'?"

"Yeah…you're a man, aren't ya?!" Elfman said.

"I am. But I didn't know there'd be a swimsuit thing… and I'd rather notno upset you-know-who by looking at other girls in bikinis." Ben replied.

Gray blinked and gulped nervously. "On second thought, that's probably a good idea. Man, I'm glad I'm not in your shoes."

Elfman nodded in agreement.

Ben looked at the onyx-haired wizard with a smirk. "Oh yeah? You know, last I checked you had your own special girl."

"What're you talkin' about?" Gray asked, confused.

"Oh, you know, blue hair, follows you around with hearts in her eyes? Ringin' any bells?" Ben teased.

"Are you kiddin' me?! That psycho's not my girlfriend and you know it!" Gray snapped.

"Right, and Natsu's Jack Frost." Ben retorted.

"Am not!" Natsu exclaimed. "...Wait, Jack who?"

"Never mind…you wouldn't get that reference…" Ben sweat-dropped.

Gray crossed his arms over his chest and looked away. "TskTsk,"

Meanwhile, behind the curtains onstage, Lucy poked her head out from the curtain and watched in disbelief as Cana posed in her bikini.

"A swimsuit!? No fair!" Lucy said in chagrin.

Erza's head popped out below Lucy's, an intrigued look on her face. "That's a clever idea. Maybe I should do the same." She said.

"Onto entry number two: she may be new to the guild, but her magic is S-Class! A radiant beauty in rain or shine!" Max turned to the side and gestured to the curtain, a spotlight shining down on a certain blue-haired woman. "Juvia Lockser!"

Juvia took in the cheers and applause with a smile and shut her eyes, crossing her hands together over her heart.

'Please, let these feelings reach you, my beloved prince!' Juvia thought in hopeful anticipation.

She raised her arms upwards and her body from the neck down transformed into a spout of water as a big wave was summoned forth. When it crashed back down on the stage, it created loads of sparkles, and revealed Juvie in a two-piece blue bikini with polka-dotted white spots.

"And the lovely lady is ready for a day at the beach!" Max stated.

"Look at me, Gray! Do you like what you see?" Juvia cried out hopefully.

Gray groaned with a sweat-drop racing down his face while Ben slyly grinned as heand shook his head.

"Another swimsuit!? Give me a break!" Lucy yelled angrily from her spot.

Erza closed her eyes and nodded. "On second thought, perhaps a swimsuit wouldn't be such a good idea."

"Next up is entry number three: Fairy Tail's famous centerfold!" Max shouted. He clenched his right hand into a fist excitedly and blushed lightly. "Her beauty has won the hearts of men and women all over the land. IT'S MIRAJANE!"

Mirajane was onstage in her usual outfit, smiling brightly and waving at the crowd.

"NOW SHOW US YOUR STUFF!" Max shouted eagerly.

"My specialty is Transformation Magic, so I'll show you a new side of me." Mirajane said brightly, holding her hands over her face.

All the other men were cheering with hearts in their eyes, excited to see what she would do. In a puff of pink smoke, Mira's head changed to look exactly like Rath's head.

"This is my Rath Face! LET ME TELL YOU SOMETHING, FAIRY TAIL GUILD!" Mira said, imitating Rath's mannerisms.

All the men were crushed and horrified to see their number one beauty spouting the head of one of Ben's most tenacious aliens.

Ben, however, was laughing hysterically and clutching at his sides. "Oh wow! I didn't know she could do that!" he struggled to control himself.

"Alright, RATH!" Happy cheered.

In another puff of smoke, Mira transformed her head into Gajeel's. "Here's my Gajeel face!"

The Iron Dragon Slayer sputtered in utter shock at the display.

Ben was now joined by Happy in laughing as Elfman gawked at his sister in shocked disbelief.

"Well, I'm glad at least two people are enjoying this." Gray remarked with a small smile.

"She's a man!?" Elfman muttered, horrified.

All the while, Natsu kept chowing down on bread with no interest in the performance.

Over the boos of disappointment from the other men, Lucy and Erza looked on.

"Oh well. Less competition for me." Lucy stated happily.

Erza nodded her head with a hum of agreement, her eyes closed as she did so.

"Entry number four: The Fairy Queen who needs no introduction!" Max said with no hesitation, despite Mirajane throwing his groove off a bit.

Erza snapped open her eyes in alertness. "That's my cue!" she stated as she leaped into the air.

Everyone, especially Ben, had their eyes focused on Erza as she flippedwent head-over-heels through the air and landed center stage.

"ERZA SCARLET!" Max ended with a flourish.

All of the men exploded with excitement and glee. Ben, meanwhile, simply smiled and clapped his hands for his girlfriend.

"Wow. Erza's really popular..." Lucy said, a tad nervous.

"Let me show you a re-quip you don't get to see every day," Erza proclaimed proudly with her eyes shut.

With that, the redhead's body glowed and a cloud of pink smoke exploded outwards, obscuring her form from the eyes of the audience. When it cleared up, everyone was stunned – almost speechless – at Erza's unusual, yet graceful outfit.

She was wearing an elegant, gothic schoolgirl-style outfit that neatly hugged her figure. The skirt was dark purple and ruffled, with her legs in long dark socks that stopped just a few inches short of the edge of her skirt. Simple leather boots covered her feet. On her upper body, her dark jacket was unbuttoned enough to show off her white blouse; it was a striking contrast of colors that, together, managed to emphasize her chest while not showing any skin whatsoever. The jacket had noticeable shoulders; tastefully so, of course. Two leather ties around her upper arms kept her sleeves tight, while below the elbow the sleeves billowed out impressively. A large black bow carefully tied into her hairstyle touched off the whole ensemble.

Essentially, Lucy summed it up perfectly in two words.

"GOTHIC LOLITA!?" Lucy shouted in stunned surprise.

"Hmph. Looks like I win," Erza smiled. She then aimed her gaze at Ben in the audience and lovingly winked at him.

Ben gulped audibly and could feel his heart rate increase and a few beads of sweat race down his face. "Whoa…why does she own an outfit like that?" he whispered, awestruck.

"And here is entry number five: petite and cute, this fairy is as smart as she is charming! Let's hear it for Levy McGarden!" Max bent over backwards, gesturing to the blue-haired girl.

Levy was standing on stage and had her arms up in the air with a shining smile on her face.

"LEEEEEEVY!" Jet and Droy shouted, causing nearby spectators to lean away at their volume and exuberance.

"Let me show you my Solid Script," Levy said with a joyful smile. "HAH!"

She waved an arm through the air and a large green magical circle formed in front of her body. The words 'Snow', 'Flower', 'Metal', and 'Butterfly' appeared around her and were actually made of the listed elements respectively.

"Wow. That's pretty impressive." Ben remarked on, impressed with Levy's magic.

Jet and Droy went even wilder as they were pressed together shoulder-to-shoulder, hearts seemingly manifesting via magicappear to magically manifest around them. "LEEEEEVY!" The duo joyously chanted.

As Levy headed backstage, Max gestured to another woman. "Here we have entry number six: the sniper with her sights set on your heart, Bisca Mulan!" he announced as everyone followed the direction of his hand to reveal Bisca clad in a purple two-piece bikini.

Bisca held up her hand to revealreveal a gold-colored coins between the spacesspace of her fingers. She held the coins in her clenched fist before tossing them high into the air.

"Re-quip time!" Bisca crowed with a smile, summoning her rifle in a flash of light. She aimed her rifle upwards and shouted, "The Gunner."

She fired a shot and the projectile went straight through all the coins, dead center in the heart designs in the center of the coins. When they fell back in her hands, she showed off her astonishing accuracy by holding up the coins for the audience.

"YEE-HAW!" She cheered.

"THAT'S HOT!" Alzack spouted with hearts in his eyes.

Lucy watched all from behind the curtain with a look of grim disappointment.

"How can I top THAT?" Lucy wondered nervously.

"Let's move on to entry number seven!" Max shouted.

Lucy's eyes widened since that was her cue. "Fairy Tail's Rising Star…"

"Here we go!" Lucy pumped a fist in determination.

"She shines as brightly as the spirits that guide her way, Lucy Heart -"

"AAAAAAAAAAAHHHHH!" Lucy screamed, cutting Max off. "PLEASE DON'T SAY MY LAST NAME OUT LOUD!"

"Who's that?" One guy in the audience asked.

"She's cute." Another stated.

Lucy waved at the audience with her eyes shut, feeling incredibly nervous. 'There's no way they'll give me the prize money if they know who my dad is!' Lucy thought.

"NOW SHOW US WHAT YOU GOT!" Max said in crouch position, gesturing towards Lucy.

"Me and my Celestial Spirits are gonna do a cheer for you guys." Lucy said in a slightly nervous tone as she pulled out a pair of pink pom-poms.

'I don't think I'd wanna see Lucy's cow spirit try to perform a cheer-split.' Bensplit.' Ben thought offhandedly.

"ENTRY NUMBER EIGHT!" A voice called out.

Everyone's cheers tapered off in confusion as Max looked side-to-side frantically, looking for the source of the voice.

"Hey! HOLD ON! I haven't even begun to do my cheer yet!" Lucy shouted in anger, doing several cheer gestures in the process.

Ben stood up and looked around for the feminine-sounding voice. 'That voice…'

"I am the very definition of 'fairy' and the very definition of 'beauty.'" The voice continued. "I'm the only one here who embodies everything men desire; therefore, the winner is ME! The lovely Evergreen!"

After finishing her declaration, Evergreen suddenly appeared onstage. "Now, this idiotic contest can end!" Evergreen arrogantly stated.

"HUUUH!?" Lucy screamed in disbelief.

"Oh boy." Ben sighed, his last experience with Evergreen coming to mind. "What's she doing here?"

"If Evergreen is here..." Gray said, trailing off.

"Then Laxus must be here too." Elfman growled.

Master Makarov stared at the stage and Evergreen intently, a look of sudden fear in his eyes.

"Can't you disrupt a different contest!?" Lucy yelled at the haughty brunette. "Give me a break here! I really need this prize money!"

"LUCY! Don't look her in the eye!" Gray shouted out.

"Wait, why!?" Ben asked in confusion.

Lucy looked nervous as Evergreen turned her head to face her, "I'm sorry, what was your name?" Upon lifting up her eyeglasses, Evergreen's eyes shined as golden circles appeared in her irises. Just like that…Lucy was turned to stone!

Everyone in the audience let out mixed screams and gasps of shock and horror.

"What the?!" Ben shouted in shocked surprise. "She turned her to stone?!"

"This is bad..." Max said into the microphone, still broadcasting his voice. He turned to the crowd and announced, "EVERYONE! GET OUT OF HERE, NOW!"

The various viewers, except for the guild members, all ran out of the guild hall in alarmed fear.

"What are you doing, Evergreen!? You'll ruin the festival for everyone!" Makarov shouted over the screams of people running away.

"On the contrary, I think things are just getting interesting," Evergreen replied menacingly.

The curtain behind her lifted and revealed that the other contestants had all been turned to stone as well. At that moment, Ben could've sworn his heart stopped upon seeing Erza's petrified form, her eyes wide openopened wide in shock. She must've realized what would happen when Evergreen looked at her.

"Erza!" Ben cried out in horror.

"No way. She got her too." Happy said, stunned.

"Don't be a fool! Return them to normal this instantinstance!" Makarov ordered.

Suddenly, a ball of yellow light began to form below the ceiling and a bolt of lightning shot out of it and hit the stage. When the flash dissipated, Laxus was standing on the stage with a visage that oozed arrogance. Traces of electricity still archedarching around his body.

"Well, looks like all your fans decided to head home. Pity…because the party's about to start!" Laxus proclaimed, smiling madly.

"I should've known," Makarov growled.

Gray looked up to his right to see Freed leaning against a pillar on the second floor of the guild hall, glaring down. "Freed," He glanced to his left to see Bickslow sitting on a railing with his tongue hanging out and his totems hovering around him. "Bickslow too…"

"The Thunder Legion," Macao uttered.

"What're you guys trying to pull!?" Wakaba demanded.

Ben and Makarov both glared hard at the blonde lightning wizard.

"C'mon. Let's have some fun!" Laxus exclaimed excitedly.

"I've had about enough of your nonsense." Makarov stated. "Turn them back or else!"

Laxus continued to smirk. "You better play nice if you want these ladies to join the parade."

All of a sudden, a ball of lightning began to form over the stone statue of Lucy.

"No! STOP!" Makarov shouted in alarm.

A bolt of lightning struck the ground just mere inches away fromfrom the Lucy's petrified form, making everyone in the guild hall flinch. Ben's eyes widened in shock. He knew Laxus was a jerk and all, but was he really threatening to kill Lucy?!

"In other words," Laxus rested his right arm around Lucy's stone shoulders, "I'm taking all of them hostage. Break the rules and I'll shatter these chicks one-by-one, or I can just smash them all right now." he threatened.

Ben clenched his fists to the point where his knuckles turned white. He narrowed his eyes at the arrogant wizard as a seething look took shape on his face.

"Why you… Let's see how tough you feel after this!" Ben's anger reached the boiling point. His calm demeanor was thrown out the window as he pulled up his sleeve and activated the Omnitrix, intending to turn into one of his speedy aliens and take Laxus and his minions by surprise.

However, after swiftly selecting the alien he wanted and slapping down the dial, he was met with zero results. The brunet looked down at the Omnitrix in confused shock.

"What the…?" he uttered.

The Omnitrix's core was still in its compressed position. Normally, he would've instantly transformed at this point; however, the device was not responding. It wasn't even giving him any error messages. It was almost as if the Omnitrix was frozen like a crashed computer program.

"What the heck's going on?" Ben asked out loud.

"Havin' some trouble there, newbie?" Laxus taunted, noticing the teen hero's predicament.

"What did you do?!" the brunet demanded.

Laxus chuckled, his smirk only growing wider. "Why don't you look up and see for yourself?yourself."

Ben cocked a brow in confusion as he titled his head up. Sure enough, hovering above him were a couple lines of holographic-looking purple lettersscribes, but it was in a language that he couldn't read. Coincidently, the letters sort of reminded him of Japanese writing.

"What is that?" he asked.

"An enchantment." Makarov answered as he stepped forward, looking up at the scribes. "It says, 'Ben Tennyson is not permitted to transform within the confines of this guild hall, nor is he allowed to enter as anything but human. Also, he is not allowed to alter anything inside it from the outside.'"

'Wait…there are spells that can do that?' Ben thought, surprised by the power of these so-called enchantments.

"I heard how you repaired the guild hall after it was first destroyed by Phantom, so I had Freed whip that enchantment up just in case you had another little trick up your sleeve. Wouldn't want you cutting our game short, now would we?" Laxus explained haughtily.

Ben gritted his teeth, clenching his fists harder in frustration. 'Bastard!Bastard,'

"I'm not amused, Laxus! Stop fooling around!" Makarov yelled angrily.

"I'm serious, old man." Laxus retorted.

Freed jumped down from the second floor onto the stage to stand behind Laxus to his left alongside Evergreen. "I've always wondered who was the strongest in the guild. Now it's time to find out."

Bickslow jumped to the stage on Laxus'Laxus's right side with his totem dolls hovering around him. "Yeah, let's have some fun!"

"~Fun!~Fun!~" the dolls chanted.

"There's only one rule: whosever left standing in the end is the winner." Laxus declareddeclared anxiously. "It's a Fairy Tail battle royale!"

Suddenly, Natsu ignited his right arm and flames and punched the table he had been sitting at; an excited grin plastered over his face. "Nice and simple! That's just how I like it. I'm fired up now."

Ben looked over to the pink-haired wizard incredulously. Laxus and his goons turnedturn the girls into stone, tookstone and take them hostage, and Natsu's getting excited over a fight?! Didn't he realize how serious the situation was?

"Glad you can see it my way. If nothing else, you've got the right attitude." Laxus remarked, somewhat complimenting Natsu.

"Natsu…" chided Makarov.

"This is a festival, right? Let's party." Natsu said, walking down the walkway toward the stage.

"Have you already forgotten how badly he beat you the last time you guys went at it?" Warren pointed out.

"I was just a kid back then." Natsu replied offhandedly.

"WHAT'DA YAH MEAN?! THAT WAS LAST YEAR!" Warren yelled.

"Yeah, but since then I've become a man!" Natsu crouched down and leapt straight towards Laxus.

"On the other hand, I think that attitude of yours is going to get you into a world of hurt." Laxus smirked. "Why don't yah sit back down!"

A lightning bolt struck Natsu while he was still in midair. The Fire Dragon Slayer cried out from the electrifying pain that enveloped his body.

"Natsu!" Gray yelled, concerned.

"I told you so…" Warren sighed, exasperated.

"He's no man." Elfman remarked.

Ben sighed, pinching the bridge of his nose in mild exasperation. "I swear... He's more hotheaded than I was when I was ten."

Natsu fell to the floor with his mouth hanging open comically and smoke rising from his body.

"Naturally, if you want me to turn the girls back to normal you're going to have to defeat us first." Evergreen said.

"But those odds aren't bad. There's four of us and like a hundred of you guys." Bickslow laughed.

"~Lots of you!~Lots of you!~" the dolls chimed.

"You have three hours and not a second more. After that, these pretty statues of yours will be reduced to dust." Evergreen explained.

Everyone in the guild hall immediately tensed, excluding Natsu, who was still out-cold on the floor. Ben's glare towards the Thunder Legion increased exponentially, a vein could be seen throbbing on his temple.

"All of Magnolia will serve as the battlefield. The fight will begin when and if you can find us." Laxus finished.

"Laxus, how could you…" Makarov activated his Titan Magic and increased his size to at least twenty-feet-tall. "I WON'T STAND FOR THIS!" he bellowed.

"Now, now, simmer down, old man!" Laxus's insane smile grew wider. "It's all part of the festival, right?!"

All of a sudden, Laxus'Laxus's body was enveloped in lightning which gave off a blinding yellow light. Makarov was forced to shut his eyes and look away, along with everyone else present in the guild hall.

"Ha-ha-ha! It'll be fun! Let the Battle of Fairy Tail...BEGIN!" announced Laxus.

When the bright yellow light faded away, Laxus and the Thunder Legion had vanished from sight.

"He disappeared." Gray said.

"So, it's high stakes hide-and-go seek." Macao realized.

"Let's go!" Elfman exclaimed. "We gotta man up and save our girls!"

With shouts of angered determination, the bulk of the guild members ran for the exit and poured out of the building and into the streets.

"Bisca," Alzack stared at the gun mage's petrified form grimlysteely, "hold on. I'll do everything I can to save you..." He turned and promptly exited the guild hall.

The determined gun mage turned and sprinted towards the exit, a fire burning in his heart. He passed Makarov, who was standing motionless for a few seconds as his body shook in anger and frustration. Finally, he couldn't contain it any further. "You insolent brat!" he turned around and ran for the doors. "Just wait! I'll stop you with my own two hands!"

Suddenly, just before he could exit the building, Makarov came to an immediate halt and grimaced in pain. It looked like he had run into an invisible wall.

Gray, who had just exited the building, looked back in surprise. "What's wrong?" he asked.

"An invisible wall…" Makarov grunted, pushing against the air.

"Don't be silly, gramps! There's nothing here!" Gray dismissed.

He bent down and gently grabbed Makarov by his sides, trying to pull him forward but he wouldn't budge. Sure enough, there was clearly something keeping the old guild master from leaving the perimeter of the building. "What's the deal?"

The raven-haired wizard glanced up to see more holographic purple lettersscribes from before floating in front of the entrance.

"Another enchantment?" Gray questioned, releasing the small guild master in the process. "What are these things?"

"Freed's specialty. They're barriers formed by magic runes. Anyone who steps inside is bound by theirits rules and the only way to escape is to follow them." Makarov explained.

"Any idea what it says?" the Ice-Make wizard inquired.

He released Makarov and looked up at the writing and frowned. "'Stone statues and anyone over the age of eighty years shall not pass.'" Makarov said.

"So, whoever writes the rules wins the fight, huh." Gray stated rather than asked.

"Perhaps, but enchantments like these take time to write. As such, they would be useless in a one-on-one battle. Still, as you can see, they're quite effective if set up as traps." He explained.

"You're really stuck? You can't break through?" Gray asked.

"I'm afraid the rules of the enchantment are absolute." The old man sighed.

"Well, I guess that settles it." Gray turned his back to Makarov. "It looks like we're gonna have to go into this fight without you, gramps."

"I'm sorry," Makarov hung his head in disappointment.

"I won't show mercy even if Laxus is your grandson." Gray said coldly, a shadow covering the upper-half of his face. "He's gonna pay for this..."

With that, Gray sprinted forward out the gate and into the streets of Magnolia. Makarov turned away with a frown and sighed in discouragement. 'I don't know if Gray or anyone else out there is strong enough to beat him.' He looked forward and his eyes widened when he spotted Ben, standing at the stage looking up at Erza's petrified form.

'Ben! Yes! He could do it! I'm sure he could find a way to deal with Laxus. However,' he turned his gaze to Erza's stone body, '…I wonder if he'll be able to think clearly with Erza in her present condition.'

Makarov walked back into the guild hall and stopped until he was a few feet behind Ben, who was still looking up at Erza.

The teen hero's fists were clenched tightly to the point where his knuckles had turned white and his fingernails dug deeply into his skin, but Ben barely noticed the pain at the moment. A hardened expression was plastered on his face. It was taking all of Ben's self-control to prevent himself from attempting to transformtransforming into Way Big and stompstomping through Magnolia to tear Laxus a new one. But he had to stay level-headed.

That's what Erza would do in this situation, after all.

"Ben…" Makarov said softly, trying to break him out of his musings.

"Laxus knew I could undo Evergreen's spell with Clockwork. He must've been planning this for a while to have Freed set up these spells to keep me from transforming inside. And I can't affect anything in the guild from the outside either..."

Makarov nodded in agreement. "My thoughts exactly. He's also trapped me inside so I can't go out and stop him. That brat…"

'I knew Laxus had to have been up to no good after what he did to Gajeel, but this…?!' Ben's angered increased the longer he looked at ErzaErza's and the other girls' stone bodies. 'This is too far!'

"I guess I have no choice but to do this the old-fashioned way." Ben calmly stated. He then paused for a moment. "Master…I know Laxus is your grandson and all, but when I find him," he turned back to the old man with a stern look, "I won't be holding back."

Makarov nodded. "I don't blame you."

Ben looked back up to Erza one last time. 'You saved my life… Now it's my turn to save yours...' he thought.

"Alright, I'm heading out."

"Good luck. And be careful," Makarov said sincerely.

Ben nodded and quickly rushed towards the exit. As soon as he stepped foot outside, his body was enveloped in emerald light. When the green flash dissipated, he was replaced with XLR8. XLR8 paused and looked at himself, blinking a couple times in confusion. It didn't take him long, however, to realize what had happened.

"Huh…I guess Freed's rule became null and void when I stepped out of the guild hall. Well then, I guess it's off to the races." He deployed his visor and, in a blue blur, XLR8 rushed forward through town.

However, the teen hero had no clue what he would soon be stepping intoin to.

Jet and Droy ran up the street frantically looking in every direction for signs of the Thunder Legion, only to find none. The speed and plant mages then spotted Alzack up ahead.

"You find anyone, Alzack?" Jet called out.

"Nope, no luck here." Alzack replied.

"Hey, you guys!" a raspy voice shouted.

The trio turned to see a blue blur racing down the street. Within a blink of an eye, a black-and-blue creature stopped in front of them with a gust of wind blowing past their hair. The guys instantly recognized the creature as one of Ben's forms upon seeing the Omnitrix symbol on its chest and the Fairy Tail stamp on its left shoulder.

"Ben! Please, tell me you found Evergreen." Alzack asked beseechingly.

In a flash of green, XLR8 transformed back to Ben and looked at Alzack apologetically. "Sorry. No sign of her so far."

Ben would've continued running through town and searchingsearch for the Thunder Legion the hard way, but he figured he would try to narrow down the list of places they could be by asking the others. Unfortunately, it would seem everyone else was running aroundin just as blind as he was.

"Yeah, we've got nothing either." Droy added.

"Dammit! How dare they do that to Bisca!" Alzack fumed as he stared at his gun in a fit of anger.

"Alzack, you gotta take it easy. Panicking isn't gonna help anyone." Ben said in what he hoped was a placating tone.

"TAKE IT EASY?!" Alzack spat incredulously. "We've only got THREE HOURS!"

Suddenly, a strange noise caught the men's attention as they trained their eyes ontoon to the line of purple runes that cut across the street in both directions.

"What the!?" Alzack growled.

"It's an enchantment!" Droy uneasily remarked.

"Are you telling me they set up these things all over town?" Jet said in an anxious tone.

'Crap! Of course they would. Why didn't I think of that?!' Ben scolded himself.

"This is definitely Freed's work." Droy said in a contrite tone.

The purple runes erected themselves on the invisible wall, big enough for the wizards and superhero to see easily.

"Um…can anyone decipher this?" Ben asked warily.

"It says, 'Only the wizard who proves himself the strongest is allowed to leave this barrier'." Droy translated. "But what does that mean?"

A look of alarm took shape on Ben's face when he recalled what Laxus had said in the guild hall. "There's only one rule: whosever left standing in the end is the winner. It's a Fairy Tail battle royale!"

"I think they want us to fight each other." Ben revealed with an uncomfortable frown.

"Seriously?" Jet asked in shock.

"That's a dirty trick, Freed!" Droy shouted at the wall.

Ben pondered over their predicament for a short moment before an idea struck him. He wasn't sure if it would work or not, but it was worth a shot at the very least.

"I wonder…" Ben fiddled with the Omnitrix, slapped down the core, and transformed into…

"Big Chill," the Necrofriggian whispered. "I can phase through the barrier and bring you guys with me. That way we won't have to fight."

"Good idea!" Alzack agreed.

"First, let me test it to be sure." Big Chill activated his intangibility and stepped toward the wall, stretching out his right hand towards it. He was expecting his hand to phase through, but to his surprise, his hand was stopped by the barrier. The Necrofriggian then tried phasing through the ground to get to the other side, however, he was met with the same results. Even in his intangible form, the ground was solid.

It was like his intangibility had been completely canceled out!

Suddenly, another line of runes appeared on the barrier, under the first set, and garnered the guys'guys attention.

"Um…translation, please?" Big Chill requested, glancing back at the trio.

Alzack gritted his teeth and clenched his fists in frustration. "Dammit, Freed. It says, 'All living beings, human or otherwise, are required to abide by the above rule to leave this barrier.'"

"Damn!" Jet cursed.

"So much for the easy way out…" Droy said.

Big Chill let out an exasperated sigh before turning back to normal. "I'm really starting to hate these enchantments…" Ben grumbled.

"Alright..." Alzack's voice caused the others to look back at him. "Sorry..." his face and voice took on a dark, desperate look. "But I gotta save her!"

'Oh no…' Ben thought anxiously. 'This is bad...'

Minutes prior, back in the guild hall, Makarov watched as Ben exited the building and vanished in a blur after transforming into a Take-Over he had not seen before. The guild master turned around and noticed something to his left…or rather someone.

"I see you. What's wrong, Reedus?" Makarov inquired.

The rotund Picto Mage jumped in alarm when Makarov had noticed him. He currently hiding behind a pillar, shaking in fear. "Well…I'm afraid Laxus is going to hurt me…" he admitted

"It's alright. Why don't you visit Porlyusica in the East Forest?" he suggested.

"OuiOui," Reedus nodded.

"She may have a potion that can cure petrification." Makarov stated.

"OuiOui,"

Meanwhile, a certain pink-haired Dragon Slayer was starting to awaken. His eyelids slowly opened as consciousness returned to him. Without warning, Natsu stood up and let out an unexpected yell.

"You're awake!" Happy said, who had been standing by his side the whole time.

"Hold on! Where'd Laxus go?! Actually, where'd everyone go!?" Natsu exclaimed, looking left-to-right in a state of confusion.

"Natsu…?" Makarov furrowed his brows in thought. 'If he got serious, he could be strong enough to pull it off. And with Ben out there as well, the odds would certainly lean in our favor.'

"Gramps," Natsu stood up from the floor and headed over to the old man and Reedus. He was fully recovered from getting struck by Laxus'Laxus's lightning. "Do you know where everyone else ran off to?"

'I'll have to put my faith in his raw talent.' Makarov thought resolutely.

"Now listen up! The festival is underway. Laxus is hiding somewhere in Magnolia!" He pointed at the door and ordered, "Find him and beat him!"

"ALRIGHT!" Natsu yelled excitedly.

In a burst of excitement, Natsu sprinted toward the door. "Just you wait La- GAHH! "

Natsu's sentence was cut off as he ran straight into an invisible wall with red holographic letters appearing around the area where his body impacted itmade impact.

"HUUHHH!" Makarov, Reedus, and Happy's jaws nearly fell off in comedic fashion as expressions of shock were plastered over their faces.

With his face squished up against the barrier, Natsu looked forward in bewilderment. "What the heck…"

"Why can't you get through? Obviously, you're not a stone statue. Don't tell me you're over eighty!" Makarov yelled.

"I don't think so…" Natsu replied, unsure.

All of a sudden, another set of holographic runes appeared in the air and captured the group's attention. "'Battle of Fairy Tail Status Report.'" Makarov translated. "What? It says, 'Ben vs Jet vs Droy vs Alzack.' Is this some kind of joke!?"

"I don't understand why those guys would be fighting against each other." Natsu said, slightly surprised.

"Guys! Seriously, calm down!" Ben shouted in an attempt to stop the fight that had broken out between Alzack, Jet, and Droy.

However, it was futile as Alzack was jumping backwards while Jet dashed through the air at the former.

"Falcon Heaven Sword!" Jet shouted, falling down toward Alzack with a powerful kick.

Alzack made a quick jump just in time to void being crushed, causing Jet to create a small crater in the street.

"Knuckle Plant!" Droy yelled. Vines of plant tendrils with fists attached to the end shot out of the ground and attempted to punch Alzack, but the gun's mage was quick to dodge the blows.

"Guys, please! This is exactly what Laxus wants!" Ben cried, continuing his attempts to reason with the three wizards.

"Gun Magic: Tornado Shot!" Alzack chanted, pulling out both of his guns and blasted two yellow light rays straight at Jet and Droy.

"Crap!" Ben swiftly activated the Omnitrix and, in a flash of green, transformed into…

"Bloxx! Jet! Droy! Look out!" The Segmentasapien rushed forward and stretched out both of his arms, transforming both of his hands into thick walls to shield Jet and Droy from Alzack's gunshots.

"Get out of the way, Ben!" Alzack shouted furiously.

"Are you nuts!? You could've seriously hurt them with that attack!" Bloxx yelled.

Suddenly, Bloxx was blown to pieces and his body parts scattered to the street. Within seconds though, his blocky body quickly reformed.

"Hey! I just saved you guys!" Bloxx shouted at Jet and Droy, annoyed.

"I'm sorry Ben, but we can't get out of here till we prove who's the strongest!" Jet replied with a dark tone.

"And we have to fight until we can get free." Droy added, equally determined. "We're doing this for Levy!"

"You can't honestly think she'd be okay with this?this!" Ben shot back.

"Of all people, you should understand!" Alzack shouted, frustrated. "Erza is your girlfriend, isn't she? Wouldn't you do anything to save her life?!"

Bloxx growled and turned to Alzack, shooting him a hard glare. "...Of course I would. And believe me, I have every intention of finding Laxus and beating him into the ground, but—"

"But nothing, Ben!" Alzack interrupted. "Like I said, I'm sorry, but we gotta do this!"

With that, Jet dashed through the air and Bloxx simply raised his arms to block the attack. In the process, both of his arms were broken off from the force of the kick. The Segmentasapien took several steps backwards from the blow, only to have several holes punched in his chest by Knuckle Plants and magic bullets, courtesy of Droy and Alzack respectively.

Ben inwardly growled. 'I don't want to fight them, but how can I get us out of here without hurting them?'

Bloxx didn't have to think for very long before an idea came to him. After weighing his options, he concluded it was the best and quickest way to end the fight.

After his body instantly regenerated, he extended his arms and encased the three wizards' in blocky spheres. While they were temporarily trapped, he pulled back his left arm and tapped the Omnitrix dial on his chest.

After Jet, Droy and Alzack quickly broke free from the block spheres, they were forced to shield their eyes from the bright emerald light of Ben's transformation.

In the wake of the flash was a mechanical humanoid in a green outfit, with the exception of its head and shoulders being a bluish-purple color, and had four fingers while wearing white gloves. It had silver nozzles on its shoulders and head, and the white-and-green belt it wore had a mirror, revealing the green gases inside the being's body. The Omnitrix symbol was positioned on a type of gas mask in front of its mouth while the Fairy Tail mark was stamped in black on its bluish-purple left shoulder.

"What is that…?" Jet asked, confused by this form's appearance.

"I dunno. For some reason, it looks familiar though…" Droy added.

Alzack's eyes widened upon recognizing the form. "Oh crap!" he cursed, realizing what Ben was planning on doing.

"Allow me to remind yah what Fluoromethyl-hexafluoro-isopropyl-ether tastes like." Gutrot extended both of his arms and expelled a thick, green gas.

The three wizards jumped back in alarm; however, there was nowhere to go as the barrier kept them and the gas trapped within the confined space. Within seconds, the gas took effect as the trio's eyelids grew heavy and dizziness washed over them. They each promptly collapsed to the ground unconscious.

"You should know by now better than anyone that sevoflurane is a real knock-out…" Gutrot commented, his cynical sense of humor showing through.

Gutrot glanced to his left and after seeing the purple runes disappear, he tapped the dial on his gasmask to transform back to human.

Ben looked down at Jet, Droy, and Alzack ruefully for a short moment before turning around and proceeding to walk away. "I'm sorry, guys. I hope you can forgive me. But at least no one got hurt here…"

He looked forward with a determined expression. 'I dunno what your goal is Laxus…but I promise you…you're not getting away with this.'

Back in the guild hall, Makarov, Natsu, and Happy watched as the runes altered their shape and displayed a new message on the barrier.

"'The winner is Ben. Jet, Droy, and Alzack…KO'd.'" Makarov read out.

"What…?" Natsu gasped.

The trio looked up at the runes, dumbfounded by the situation transpiring. A moment passed and Natsu grounded his teeth and glared hard at the wall, his blood beginning to boil.

"Stop this stupid game right now! LAXUS!" the pink-haired wizard roared.

Meanwhile, inside Kardia Cathedral, Laxus walks nonchalantly down the aisle with a smug aura cascading off of him.

"Let's see how long you can endure this game of fairy-eat-fairy, old geezer..." He smirked darkly.

A/N: And I'll stop it here. Got a lot to think about for the next chapter in deciding what I want to do.

Also, yeah, I'm back by the way. Apologies that I took so long. Had more pressing matters to attend to in my life with senior year of college and whatnot. If this chapter wasn't original enough for yah, I apologize for that as well.

I felt there wasn't enough I could add without completely changing the arc. I personally feel I did enough to make it standout from canon; however, if any of you have suggestions for the arc going forward, feel free to PM me or leave it in the review.

So, I have an announcement I'd like to make! Ultimate Fairy has just received over 1,067,340 total views at this moment. Wow! I can't tell you fine readers enough how much I appreciate the support. Despite not updating as frequently as I did three years ago, you guys and gals still read and support UF. Thank you!

I'd like to thank TallGuy94 and Vanessa Masters. These two definitely helped me in writing this chapter. Kudos to you two!

As for when the next update will be, I need to get the plan completely laid out for the next chapter first. I may work on the second chapter for Finding Your Inner Warrior until I have a solid layout for chapter 35.

Anyways, please leave any comments, critique, or suggestions in the review box if you want. Until next time…Ulitmate10 is out!