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

37. Chapter 37

…

Ultimate Fairy

Chapter 37: Fighting Festival

Part IV

…

Previously on Ultimate Fairy…

"Listen," Feedback continued as he finished absorbing the electric attack, "Erza's counting on us BOTH to take down Laxus. Besides, this is the same guy who one-shotted you back in the guild earlier. How'd youdo you plan on stopping him by yourself?"

"I would've figured it out!" Natsu barked irritably.

"Maybe…but your body can only take so much lightning before it gives out." Feedback argued. "We have to work together on this, Natsu. For the others' sake."

Natsu clenched his fists and growled in frustration. He knew Ben was right, but…but dammit! He wanted to prove himself and beat Laxus on his own. Looks like that'd have to wait…

"GRR! FINE!" he relented, pointing a finger at the Conductoid. "But I'm the one who's getting the final blow, yah hear?!"

Feedback narrowed his single eye at the electric-charged wizard before them. "Can't make any promises." He confessed. "You're not the only who has a grudge to settle."

"Are you losers done talking yet?! Or are you gonna come at me!?" Laxus shouted impatiently.

Feedback and Natsu got in battle-ready positions, keeping their eyes solely on Laxus.

"I'll absorb his lightning. That'll give you some openings where you don't get electrocuted. Think you can put the hurt on him?" Feedback asked.

"Hell yeah!" Natsu replied confidently, punching his open left palm. "I'm fired up!"

"Then let's do this!"

With that, the Fire Dragon Slayer and Conductoid charged at the S-Class lightning wizard. The final confrontationbattle of the Battle of Fairy Tail had begun!

…

Laxus extended his right arm and fired a large lightning bolt at the incoming duo. Feedback stopped and held out his head antenna to absorb the attack, providing his pyromaniac friend with an opening.

Natsu leapt forward with a fiery fist reared back and performed his signature spell. "Fire DDragon ragon Iron Fist!"

Laxus caught the flaming fist with his left hand, resulting in a minor explosion that engulfedto engulf the pair. As the smoke quickly dissipated, both opponents were left standing in a shallow smoking crater – neither affected by the conflagration.

The S-Class wizard charged up his body with lightning in an attempt to electrocute the pink-haired Dragon Slayer once more. Instead, his lightning arched off his body toward Feedback, whowhom absorbed the electricity via the plug-like tips on his head antenna once more.

Laxus narrowed his eyes in irritation at the Conductoid. "Annoying bastard…" he growled.

Natsu took advantage of the lightning mage's momentary distraction to spin his body and deliver a flaming kick into Laxus's left side. "Fire Dragon Talon!"

Laxus cringed from the blow as he was sent sliding back on his heels a few meters. He looked back up at Natsu with a furious expression. The Dragon Slayer sprinted forward and jumped in the air, extending both arms to the side and wreathing them in flames. "Fire Dragon Wing Attack!"

The blonde mage converted his body into lightning and avoided the attack just as the two flaming tendrils struck the spot where he had been standing. He arched behind Natsu, intending to zap him but suddenly felt his lightning form being roughly pulled by a strong force.

Laxus glanced down to see Feedback with his hands and tail held out in his direction. The S-Class mage realized what the Omnitrix bearer was doing and swiftly rematerialized into his physical form to avoid being absorbed by the alien, dropping to the floor on his feet.

'So, he can absorb lightning at a whim, huh?' Laxus observed.

Natsu jumped up to send a flaming kick at the spiky-haired wizard, but Laxus simply grabbed hold of his ankle, spun around and tossed Natsu across the floor intowards Feedback's direction.

"Don't you see what's happenedhappen to our guild, Natsu!" Laxus yelled, attempting to garner some empathy from the headstrong Dragon Slayer.

"What!?" Natsu sharply replied as he stood back up.

"Thanks to the old geezer, Fairy Tail is nothing but a joke now!" he exclaimed.

Laxus charged a basketball-size orb of lightning between his hands, multiple bolts arching out in various directions. Natsu stepped back to avoid a stray lightning bolt that struck a few inches in front of him. All the debris and dust thrown up from the bolts continuously striking the floor temporarily obscured the fire wizard's vision, forcing him to shield his eyes with his arms.

"All I'm trying to do is make things right!" Laxus yelled with a huge,huge maniacal grin. "When I become master, our name will strike FEAR into people's hearts!"

Feedback stepped in front of Natsu and held out his hands, head antenna, and tail toand easily absorbabsorbed all of the lightning being produced from Laxus's spell. As a result, Feedback could feel his arm and legs begin to swell up slightly. All the energy he had absorbed from Laxus's spells was building up inside his body – which he could then use to enhance his own strength.

Laxus growled, his face contorting in anger. 'This damn punk…my lightning has no effect on him!' he inwardly seethed.

"Seriously? That's your goal?" Feedback asked incredulously. "You really want to become master this way?! Is this really the type of leader you want to be, Laxus?! Great leaders inspire others to follow them. Dictators and warlords are the ones who use power and fear to rule!"

"I'm sorry. I didn't catch that." Laxus sneered arrogantly. "You see, this conversation is between REAL wizards! Not magic-less fakes like YOU!"

Laxus slammed his boot down, causing a lightning bolt to tear across the floor. He extended his tail to absorb the bolt; however, he was a little too late as the force behind the attack in the floor pushed the Conductoid back, causing him to slide on his heels a few meters.

'So, I'm a fake, huh?' Feedback thought, keeping his attention on the electric-charged blonde. 'Guess he's not going along with the whole 'me being a Take-Over wizard' thing like everyone else has. Not that it matters anyway...'

The lightning wizard glanced over to the runes on the otherothers side of the large room, which was displaying the countdown for the Thunder Palace activation.

"There's only three minutes and fifteen seconds until the Thunder Palace is activated." Laxus said. Hints of worry were present in his visage and voice. "What the heck are you waiting for old man? Are you really gonna stand back and watch all those people die?"

Natsu laughed out loud, catching Laxus's attention.

"I wouldn't worry if I were you." Natsu wiped the dust out of his eyes, displaying a wild grin on his face. "It's over! You know as well as I do that it ain't gonna happen."

"What do you mean?" Laxus asked, genuinely confused.

"You can blow up the town, but you're still not getting Fairy Tail!" Natsu proclaimed confidently. "You're just upset that you can't back out of it now!"

"Thankfully, the whole 'blowing up the town' part won't happen." Feedback stepped forward with a confident smile. "Erza's taking those lacrima down. It's not so easy sticking to your guns, is it, Laxus?"

Laxus's expression scrunched up in frustrated ire. "SHUP UP! WHAT THE HELL DO YOU KNOW!?"

The blonde mage preparedwas preparing to fire another lightning attack until he remembered that Ben would just absorb it again. He gritted his teeth in annoyance as he powered down his electricity. Suddenly, his eyes widened slightly for a brief moment before his trademark sneer returned.

'I see what their plan is. Clever…' Laxus thought.

"Time's running out. There's less than three minutes now until the Thunder Palace activates. You're too late…both of you."

Feedback narrowed his eye in suspicion. 'He calmed down pretty quickly…and he didn't attack us…?'

"Yeah, we'll see!" Natsu responded.

"Natsu, wait!" Feedback called out too late.

Natsu charged forward and launched himself in the air, shooting flames from the soles of his feet. Wreathing his legs in flames, he tried to deliver another Fire Dragon'sDragon Talon. However, Laxus easily blocked the attack with his left forearm once more.

"YOU…DOUBT ME!?" Laxus roared ferociously, rearing back his right fist and punching the pyromaniac directly in the face. The Dragon Slayer went careening back and crashed into the floor, temporarily stunned from the force of the blow.

Feedback paused and pondered, 'He didn't lash out at us with his lightning when he got mad…and he didn't charge up that punch either. Is he starting to catch on to our strategy?'

Laxus turned to Feedback and discharged lightning from the soles of his boots, propelling himself towards the Conductoid. The electric-alien quickly widened his stance to catch a punch thrown by Laxus.

Feedback's eye widened slightly, moderately surprised to see his arm shaking behind the blow. Even after empowering his strength from absorbing all of Laxus's previous attacks, his strength still hadn't quite reached the blonde wizard's level.

Laxus smirked smugly. "You act as a lightning rod and let Natsu go in for the hits. That's the gist of your plan, am I right?"

Feedback gritted his teeth, his arm shaking more as Laxus applied more strength.

"It's not necessarily a bad one, but…" Laxus threw another punch which Feedback managed to block; however, the lightning mage brought up his knee and slammed it into the alien's abdomen. Stunned from the blow, Feedback lost his grip on the wizard. The pain in his gut was followed up with a powerful right hook into his jaw, knocking his head to the right. "…I'M MORE THAN JUST LIGHTNING!"

The superhero felt a click in his jaw, realizing it had been knocked out of place. Feedback responded by wrapping his antennas around Laxus's throat tightly, forcing him to grab at them as his airway became constricted. He gagged as he tried pulling the appendage off, but it was wrapped too tightly. The Conductoid followed up by using his tail to wrap his ankles together, pulling himself forward to send an empowered kick into Laxus's gut.

The power behind the blow made Laxus lose his grip while Feedback released his own hold, sending the arrogant blowhard tumbling across the floor. However, Laxus quickly recovered as he rushed forward in his lightning-form too fast for Feedback to react. He re-materialized in front of the alien to deliver a powerful uppercut.

Laxus didn't let up as he grabbed the Conductoid by his tail and pulled him over his head, slamming the alien into the ground hard enough to leave a small, cracked crater. Laxus laughed as he slammed Feedback across the floor side-to-side before finally tossing him away. Feedback collided into the side of a pillar before crashing to the ground.

He moaned painfully for a short moment before he shakily pushed himself onto his hands and knees. He grabbed his jaw and popped it back into place, grimacing from the sharp pain that followed.

Feedback turned back to Laxus. The lightning mage laughed haughtily as he sported an arrogant sneer.

'This guy's a real monster...' Ben thought anxiously. 'How can people in this world get this strong…?'

…

Meanwhile, Erza stared up at the Thunder Palace as she continued to summon as many swords, axes, spears, and various other weapons from her pocket dimension as she could.

"That's one hundred ninety-eight..."" Erza grimaced, gritting her teeth in pain.

"One hundred ninety-nine..." She panted as sweat dripping down her face from the strain. "That's still not nearly enough to destroy all of them at once."

Her breath hitched as she fell to her left knee. She placed her left hand on the groundin front to catch herself, resting her right hand on her other knee.

'I'm running low on magicalmagic energy…' Erza thought as she breathed heavily, '…and I'm running out of time. What should I do?'

She grunted painfully as she summoned one more sword, which happened to be her Flame Empress Sword. Now her count was at two hundred weapons. The redhead's body began to shake as she struggled to fight off unconsciousness, shakily standing back up.

"I still need to conjure another one hundred swords to destroy all the lacrima." She panted.

She glanced back up and grimaced, realizing there was no possible way she could summon another hundred weapons before passing out from sheer exhaustion. 'No! Ben and Natsu put their faith in me…just as I put my faith in them. I have to continue on…but…I…don't think my body can.' She inwardly despaired.

"Hey, Fairy Tailers, can you hear me?" A telepathic voice echoed in Erza's mind.

"That's Warren!" Erza gasped as she looked side-to-side, not seeing the telepathic mage anywhere.

"Things aren't looking so good for us, check out what's floating in the sky."

"He's using his telepathy." Erza realized.

"We're going to have to work together, so get off your butts and lend a hand."

Elsewhere, on the other side of town, Alzack, Jet, and Droy were pulling themselves up. They were unharmed but were groggy and ornery thanks toas a result from Gutrot's knockout gas.

"Dammit Ben…" Alzack groaned under his breath. "He's gonna pay for that."

"Yeah," Droy grumbled, "never thought a bout of flatulence would ever take me down…"

Instead of commenting, Jet looked up in the sky to see the lacrima floating around town. "What's…in the sky?"

Alzack and Droy followed his gaze and were also surprised by the Thunder Palace levitating above them.

"What the heck are...those things?" Droy asked, sweating from both a side effect of the gas and the intimidating sight.

"If anyone is still fighting, just give it a rest for a second."

Elsewhere, Lucy and Happy were walking down the street and stopped when they heard Warren's voice speaking in their heads.

"That's weird, now I hear a man's voice in my head." Lucy said, surprised.

"Warren's using his telepathy." Happy stated. "It must be important because he's never used it to contact everyone like this."

All of Fairy Tail present in Magnolia, aside from the cathedral, were now listening to Warren's voice.

"Now listen carefully,"Warren continued, "those lacrima up there are part of a spell called the Thunder Palace. Laxus is using them to threaten the town, so we have to get rid of them BEFORE he can set it off."

Warren had positioned himselfwas stationed at the top of a tall tower with Gray behind him. The Ice-Make wizard had managed to find the telepathy mage in the nick of time to bring him up on the situation. His right middle and index fingers were placed on his forehead, allowing him to concentrate on his magic.

"We don't have much time, we have to work together!"

Wakaba looked up into the sky, his teeth clenched tightly around his pipe in anger. "Man, he's got issues." He said, disgusted by Laxus's actions.

"But why? Why would he do this?" Laki asked out loud.

"Wait a second," Erza spoke up, "how did you find out about the Thunder Palace, Warren?"

"I've never been happier to hear your voice. I was worried about yah." Gray chimed in, placing his hand on Warren's shoulder – which allowed him to chat with Erza and the others.

"Gray!" Erza sighed in relief. "I see. So, you're the one who told him."

"Yeah, would've happened sooner, but I had to track the guy down." Gray explained.

"Was that…that, Erza? Does that mean she's not petrified anymore?" Droy spoke out.

Wait...if SHE'S back to normal, then..." Droy turned to stare at Jet and Alzack hopefully.

"What about the other girls? Howhow is Levy?" Jet asked frantically.

"And Bisca!" Alzack added, concerned.

"There's no need to worry, boys. All the ladies are fine." Cana's voice called out.

Near one of the ravines that cut through Magnolia, Cana stoodwas standing with Mirajane, Juvia, and Elfman. The blue-haired wizard was leaning up against Elfman for support after tanking a blast of lightning to free herself and Cana from one of Freed's enchantment spells earlier.

"Even Juvia's back on her feet." Elfman said.

"Yeah! And Bisca is too, Alzack." Mira added.

Alzack bit his lip and nodded, lowering his head and shaking in relief. "That's good to hear…I was worried. I thought she was a goner" he paused for a brief moment before continuing.

"Please tell Ben…" the guns mage looked up, "…tell him thanks for keeping me, Jet, and Droy from making a big mistake."

Jet and Droy looked over to Alzack and nodded their heads in agreement. Had Ben not knocked them out, they would've hurt each other for no apparent reason now that the girls were okay.

Back on the tower with Warren and Gray, the former continued explaining, "There's one problem. My telepathy can't reach all the way to the guild hall. So, we'll just have to make do with the people who can hear me. If we work together we can do this!"

"Hold it right there, Warren!"Max's voice shouted out. "Why should I do what you say after what you did to me!?"

"Oh…uh…Max…?" Warren stuttered in embarrassment. "Hey, I'm sorry about that. I swear it wasn't...uh...it wasn't anything personal. I was just desperate to save the girls!"

"You better watch your back, Wakaba!"

"Oh, c'mon! Are we really going to-"

The various guild member started arguing and scolding each other for what they had done to each other. Alzack, Jet and Droy listened on to their angered guildmates. Had Ben not put the trio down, they would've been amongst the current quarrel.

"Hey guys, c'mon! We need to calm down." Alzack urged.

"Yeah, seriously! We don't have time to be arguing like this." Jet added.

Unfortunately, their requests were drowned out in the loud squabbling.

Warren frownedwas frowning, disappointed that he failed to convince the remaining wizards to help.

Gray, with his hand still on Warren's shoulder, frowned. "WILL YOU IDIOTS QUIT YELLING AT EACH OTHER!" He bellowed directly into Warren's ear, making him shake painfully from the volume.

The others responded with their own indignant yelling, nearly destroying Warren's hearing. "SHUT UP! PRACTICE WHAT YOU PREACH, GRAY!"

"WE DON'T HAVE TIME TO BE GOOFING OFF!"Gray pried open Warren's ear to yell, causing the telepathic mage to moan painfully. "WE HAVE TO HURRY AND TAKE DOWN THOSE LACRIMA!"

Gray, however, was ignored as the bickering only increased across Warren's telepathic link.

Across town, Lucy and Happy looked up from the street in concern. All of Magnolia was at risk of being obliterated by lightning and this was how the guild responds?! Squabbling with each other over what happened during their fights? Now wasn't the time for this!

Finally, the Celestial mage couldn't take it anymore as she clenched her right fist tight over her chest.

"SHUT UP!" She snapped.

Suddenly, everyone connected to Warren's telepathy ceased their bickering upon hearing the blonde's voice.

"We shouldn't be wasting our time arguing!" Lucy scolded. "The citizens of Magnolia are in danger and we're the only ones who can help them! So, we're gonna have to work together!"

Nobody said a word as they listened to Lucy speak.

"Look, I know things have been rough with all of us fighting each other. But we can do ANYTHING if we pull together! That's what you guys taught me…"

Across the link, everyone who had been caught up in their anger toward each other felt ashamed for forgetting about the townspeople.

Lucy continued, "I know I'm fairly new to Fairy Tail, but I promise you…" she shook with emotion, "I love being a part of this guild. Just as much as the rest of you. I always dreamed of joining Fairy Tail one day."

She lowered her head while her eyes brimmed with tears. "Now that I've joined, it means everything to me. If you feel the same way…LET'S WORK TOGETHER AS A GUILD AND SAVE OUR TOWN!" she shouted to the sky.

Erza looked up to the sky in admiration. "Lucy…" she said softly.

"But if none of you are up to the challenge," continued Lucy, "I'll do this alone! I'll destroy those things myself!"

Across the city, smiles crossed the faces of all the guild members connected to the telepathic link. Everyone was moved by the Celestial wizard's determination and sincere love for the guild. How could they continue to quarrel with one another after hearing that?

"What's it gonna be guys?" Cana said. "You heard the lady? You gonna let a newbie show you up like that?"

"She may not have been a member for as long as some of us, but she's got more Fairy Tail pride then all of us put together." Max commented.

"Right. We gotta save the town. We can all work out our other problems later." Alzack added.

"Geez! Now we gotta agree to help or we're gonna look bad, huh?" Wakaba joked.

"You done good, Lucy." Macao praised. "You got everyone to cool their jets. Alright, guys! Are you ready to do this?!"

"Thank you…" Lucy smiled.

"No…" Erza said, "Thank you, Lucy."

"Warren, we'll work out our issues after we get the job done." Max stated.

"Careful, Macao. An old man like you can't handle all this action." jibed Wakaba.

"You're calling me old? That's rich." Macao replied.

"Right. Let's do this." Lucy said determinedly.

"But they've got that Body-Link Magic. If we attack them, then we're just gonna get attacked right back." Happy mentioned nervously. "And it's gonna hurt…"

"We're just gonna have to deal with it." Lucy responded strongly. "I've always looked up to Fairy Tail and now…I couldn't even imagine my life without it. We've been through some much in short amount of time and no matter what everyone's always been there for me. I really feel like this is where I'm meant to be.

"It's my home. After all these years, I've finally found a place where I belong!" Lucy proclaimed passionately. "So, I'll fight! 'Cause I don't wanna lose it! Fairy Tail has made me what I am today. A strong, capable wizard."

Happy didn't have to think for very long before instantly agreeing with the blonde. "I'm right with yah!"

Lucy smiled. "Let's go!"

"Aye! You got it!"

Happy grabbed Lucy by the back of her shirt and soared into the air. He flew toward the direction of the lacrima surrounding the city.

Meanwhile, Erza regained her breathbreathe and looked up to the , and ordered, "I'll take the two hundred to the north! Everybody else take the rest. We can do this!"

An icy mist cascaded off of Gray's hands as he charged up his magic. "We can't afford to miss any of them. Ice Make: Lance!" he shouted, shooting a barrage of icy spears into the air.

Mirajane transformed into her Satan Soul form and formed an orb of blackish-purple magic between her palms. "Demon Blast!" She shot a concentrated beam of Dark Magic at the lacrima.

Elfman took on his Beast Form and, in a mighty show of strength, held a broken stone column over his head and threw it into the sky.

Cana hurled her glowing cards while Juvia shot up a powerful column of water.

Alzack charged up his gun and fired magical bullets.

Reedus painted a cannon on his bare belly, which amazingly shot an actual cannonball into the air.

"Now," Erza chanted, "go forth my swords!"

With a cry, she held out her arm and the two hundred weapons shoneshined with a bright gold aura before shooting upward toward their targets like rockets.

Happy released Lucy and she pulled up her right leg and swiped it down upon the lacrima. "LUCY KICK!" Her formidable kick cracked the glassy surface. As a result, the cracks rapidly expanded and the lightning magic inside couldn't be contained, causing the sphere to shatter into pieces.

She would've preferred to use her whip for this job but she had already used it to restrain Bickslow earlier.

"MAX SPEED ATTACK!" Happy shouted, headbutting the lacrima hard enough to break it.

All around Magnolia, various magical attacks rocketed high into the sky and struck the lacrima almost simultaneously. In a series of explosions, all the lacrima were destroyed.

The townspeople looked up in surprised confusion as golden sparkles fromform the destroyed lacrima showered down on the town. The majority of the people were not afraid as they quickly deduced that the explosions were simply fireworks put on by the Fairy Tail guild. 'Ignorance is bliss'Ignorance is bliss as the old saying goes.

In a flash of gold, Erza's armor vanished and was replaced with her Heart Kreuz outfit. "We saved the town…" she happily sighed.

However, the pride of her accomplishment was short lived as small traces of lightning crackled across her body. All of a sudden, an enormous lightning bolt shot down from the sky and struck the redheaded knight. Erza cried out in agony from the intense electrocution.

It was the same story for her fellow guild members. Pained cries from the wizards echoed across town as they were struck by electrical attacks.

Barely ten seconds had passed and it was over; however, the Body Link Magic had donedown its job. The vast majority of the wizards across Magnolia were sprawled out on the ground unconscious, small traces of smoke rising from their electrocuted bodies.

"Is…everybody okay?" Erza asked softly as she lied on her back, her body immobilized. "I can't believe all of you. How could you do something so reckless?"

"We should probably be asking you the same thing." Gray retorted weakly.

Erza chuckled. "We really do make a great guild…don't we?"

"We'd be a lot better if Laxus would outgrow his rebellious stage." Macao joked.

"You can say that again…" Wakaba moaned.

"Hey Warren…you doing alright?" Max asked, concerned.

"I'll be fine, Max. Thanks…" Warren replied tiredly.

…

Back in Kardia Cathedral, Natsu managed to recover from Laxus's previous attack and stood back up. Feedback was a few meters behind him standing next to the pillar he had been thrown into earlier. Both the Dragon Slayer and Conductoid stared atdown at the S-Class wizard, the latter contemplating what their next move should be now that Laxus had grown wise to their strategy.

'Absorbing his attacks isn't enough. I'm gonna need something that can also put the beatdown on this creep…' The superhero realized.

Suddenly, the trio's attention was captured by the runes displaying the Thunder Palace's timer vanishing into thin air. That could only mean one thing…

Laxus's eyes widened in shock. 'No! It can't be!'

"See," Natsu grinned smugly, "told yah it wouldn't work."

Feedback smirked proudly. "Never doubted Erza for a moment."

'Although, with as much backlash she must've received, I wouldn't count on her rejoining the fight anytime soon. We're on our own...' Ben thought.

"Weren't you saying something about our guild needing to change? That's funny. I don't see anything that needs changing." Natsu stated. "It looks like everyone is getting along just fine to me. How do you expect to become our master if you can't get along with the rest of us?"

Laxus clenched his fists, his head lowered while an ominous shadow creptcast over the upper portion of his face. Veins throbbed on his temples as he suddenly reared back and unleashed a loud ferocious cry, lightning lashing out from his body as a result. The outburst of magical energy forced Natsu to shield himself with his forearms whilst Feedback stood strong against the shockwaveforce.

"I'll take Fairy Tail by force if I have to! Watch me!" Laxus exclaimed angrily, his eyes glowing yellow. "IT'S MINE!"

'Looks like he's lost it...' Feedback internally noted.

"Just give it up, Laxus!" Feedback yelled. "The girls are free and the Thunder Palace is destroyed. Face it, it's over!"

"Over? OVER?!" Laxus growled, his voice a little deeper. "You don't know who you're messing with. I'm a lot stronger than any of you ever dreamed. I can take over the guild by force any time I want. AND YOU'RE NOT STRONG ENOUGH TO STOP ME! YOURYOU'RE BEST BET IS TO JUST GET OUT OF MY WAY!"

The lightning surrounding the angry blonde only intensified, cracking and charring the floor beneath his feet.

"Going on about how powerful he is. Talk about cliché..." Feedback remarked dryly.

"You're just asking for someone to knock you down a few notches…and I can do that!" Natsu retorted, jumping forward with his flaming right fist cocked back.

Feedback extended his head antenna and absorbed the excess lightning coursing off of Laxus's body, giving Natsu an opening to strike his upper body without electrocution. It was then that Ben noticed something: did Laxus already forget that he could just absorb lightning?

"Fire Dragon Iron Fist!" Natsu shouted, slamming his fist into Laxus's forehead.

Remarkably, the S-Class wizard didn't even flinch from the punch; much to Natsu and Feedback's surprise.

'I'm absorbing his lightning and he still took Natsu's punch like it was nothing…' Feedback inwardly gapped.

"C'mon?! That all you got!?" Laxus challenged.

He reared back his arm and punched Natsu, sending him crashing into the ceiling with a ton of force.

"Natsu!" Feedback shouted, alarmed.

"As for you…" Before Feedback could react, Laxus suddenly appeared in front of him. "GET LOST!"

Laxus delivered a swiping kick across the Conductoid's face and sent him flying back across the room and out of the cathedral through one of the openings left by the broken windows. He tumbled down the stone stairs in painful manner before finally coming to a stop on the cobblestone street, lying on his side.

Feedback groaned as waves of sharp pain filled his body.

"You're gonna have to do a whole lot better than that! I've got more power than you losers in my LITTLE FINGER!" yelled Laxus.

With a loud cry, Natsu shot out from the dust cloud with his entire body engulfed in flames. Laxus bent his knees and launched himself to meet Natsu in midair. The lightning mage was too quick and delivered a wicked punch into Natsu's torso, making him bend over. He followed up by throwing an electric-charged left hook followed byand delivered a powerful kick, sending the fire mage crashing into the floor.

"So much for your lightning rod. Now you're defenseless!" Laxus shouted as he fired another blast of lightning.

As Natsu stood back up, he was blinded by a huge blast of bright yellow energy slamming into him. When the flash died away, Natsu was lying in a shallow, cracked crater with residual electricity sparking off of his body.

He weakly tried to sit up, but his body was stunned by the electrocution. "Man…I don't understand this…he's so strong…" he muttered.

Laxus held up his left arm, lightning crackling around it. "Can you feel the electric energy of the lightning I've summoned forth?"

"What the heck?" Natsu groaned, electricity sparking off his body. "I can't move a muscle…"

"It'll plummet from the heavens…AND TURN YOU INTO ASH!" Laxus chanted, shooting a bolt toward the ceiling.

Natsu looked up in horror to see a large yellowish-blue ball of electricity building up near the ceiling.

"RAGING BOLT!" he brought down his arm, causing the ball to shoot down toward Natsu as an enormous beam.

Meanwhile, outside the church, Feedback used his arms to push himself off the ground. He moaned as he weakly stood back up.

"It seems like the angrier he gets, the stronger he gets..." Feedback murmured.

'Just like Natsu with his fire…' he thought offhandedly.

"Gonna need something a bit sturdier," he tapped the Omnitrix dial on his chest. In a flash of green, he was replaced with…

"Chromastone!" He levitated off the ground and flew through one of the church's windowless openings.

The moment he reentered the church, he witnessed a large yellowish-blue energy beam strike Natsu – blinding the church in brilliant light.

"NATSU!" Chromastone exclaimed, panicked.

When the light died down, Chromastone's mouth dropped and his cycloptic eye widened in shocked horror. The pink-haired pyromaniac was nowhere to be seen. All that was left was a smoking, cracked crater where he previously was.

Laxus chuckled smugly. "Who's the most powerful wizard in our guild now?"

"What did you do?!" Chromastone demanded.

The spikey blonde threw his head back, cackling madly. "What's it look like!? I turned him into dust, of course!"

"How could you do that?! He was part of your guild! HE WAS YOUR FRIEND!" Rainbow-colored energy started to illuminate off of Chromastone's body, his rage beginning to rise. The Crystalsapien was preparing to charge when suddenly...

"I agree." A voice interjected. "That's no way to treat one of your comrades."

Chromastone paused and turned his head in the direction of his voice. To his surprise, Gajeel was on the wall holding onto one of the decorative railings by a window with Natsu in tow, holding him by the back of his pants.

"Only a complete nutjob like you would be giddy about taking down one of his friends." Gajeel admonished. "Thankfully, I got to him before you did. I wanna be the one to take this kid out!"

"Gajeel!? You're here?" Chromastone said,said dumbstruck.

The teen hero remembered witnessing the Iron Dragon Slayer willingly take a beating from Jet and Droy and tank a lightning bolt to protect Levy a few days ago. Now, he had saved Natsu from being eviscerated. Was he...really starting to change?

Ben shook his head. He had no time to ponder on that thought now. Laxus was the main priority.

"I have another challenger?" Laxus laughed. "You'll all end up dead soon anyway. Anybody who dares to stand in my way will be eliminated!"

Gajeel jumped to the floor and landed a few meters to Chromastone's left, dropping Natsu to the floor unceremoniously. "Hey, purple guy," he called out to Ben while keeping his eyes focused on Laxus. "What's the deal? Why haven't you changed into that titan form already? You could easily take this guy out with him, right?"

Chromastone blinked a couple times before responding curtly, "It's not that simple. Not only would I bring the whole building down on top of us, but he can turn himself into lightning. Even Way Big's attacks wouldn't affect him then."

"Great." Gajeel muttered, narrowing his eyes. "Guess we're gonna have to do this the hard way then."

"No way," Natsu rose to his hands and knees, shooting the Iron Dragon Slayer a sharp glare. "We don't need your help. We got this under control."

"Sure looks like it." The black-haired Dragon Slayer scoffed. "If it weren't for me, you'd be ashes right now. Remember that, moron."

"Natsu, we could actually use Gajeel's help right now." Chromastone stated.

"Oh c'mon!" the pyromaniac complained. "I got no problem teaming up with you, but with him?! NO WAY!"

"Look," Gajeel interjected sharply, "this guy's not messing around. He's a real monster. You can tell he's got Makarov's blood running through him. I hate it as much as you do, but we're gonna have to fight him as a team…all three of us."

"There's no way I'd ever team up with a goon like you!" Natsu shouted stubbornly. "So, stay out of it!"

"Just look at him." Gajeel continued. "Is that the same guy you remember?"

Laxus stared at the trio with a smug, maniacal expression as lightning lashed out over his body. "What's the matter? You scared? You should be!" he chuckled darkly.

Natsu stood up and looked at Laxus uncomfortably. He knew Laxus had always been a jerk and all, but this was something else. Had he truly lost his mind?

"As far as I can tell, that's an enemy. If we wanna save the guild, we gotta stop him here and now." Gajeel proclaimed. "Everybody else has either been knocked out by another member or zapped by his Thunder Palace. Don't you get it? We're the only ones left who can stop him."

Natsu didn't respond immediately as he continued to stare at Laxus, seemingly unwilling to see Laxus as a true enemy.

Chromastone clenched his crystalline fists and glared sharply at the electric blonde. 'Gajeel's right. We're on our own from here... and Laxus has gone insane. He was excited when he thought he killed Natsu, after all. Is this really someone we can defeat without-'

His train of thought was suddenly interrupted when images of his final battle with Vilgax resurfaced...and how he was forced to end it.

He shook his head and gritted his teeth. 'No! As much as I hate the guy, he's still part of the guild and the master's grandson. We've gotta take him down...not out!'

"He's right, Natsu." Chromastone agreed, "This guy's power is crazy. We're gonna need all the help we can get to take this creep down."

Natsu was silent for a short moment before looking over to Gajeel skeptically. "Since when are you so pro-Fairy Tail?"

"I can protect or destroy whatever the hell I want to!" Gajeel exclaimed, annoyed.

Natsu smirked roguishly. "I thought you said that the sky isn't big enough for two dragons."

"Yeah, that's true." Gajeel agreed. "But there ain't no dragons flying in the sky now...not with all this lightning."

"With dragons, lightning, and aliens...the skies are about to get really hectic." Chromastone remarked.

Gajeel momentarily glanced over to Chromastone, confused. 'Aliens? What the heck's he talkin' about?'

"You got that right." Natsu then glanced over to Gajeel. "Just so we're clear, this is gonna be the only time I ever team up with you."

Gajeel returned his attention to , and retorted, "Trust me, this ain't fun for me either! We'll fight it out some other time!"

With that, Natsu and Gajeel rushed forward at incredible speeds. Chromastone levitated off the floor and followed behind them. Laxus merely smirked as Natsu and Gajeel threw a flurry of jabs, punches, and kicks. However, Laxus stood his ground as heand impressively blocked and parried all of the hits.

Laxus grinned madly as lightning lashed out around his body, making the two Dragon Slayers jump back in fear of electrocution. Chromastone flew down to deliver an axe-style kick, but Laxus grabbed him by the left ankle before the blow landed. The blonde wizard turned and slammed Chromastone on the ground behind him, zapping him in the process while still keeping a tight grip on his ankle.

"Change into whatever freak you like. I'LL FRY THEM ALL!" Laxus shouted, increasing the intensity of his lightning.

To his mild surprise, Chromastone didn't look affected by the electricity; in fact, his body was starting to glow with rainbow colors. "Huh...what the-"

"That's not going to work. I'm a conductor!" He fired a rainbow-colored energy beam from his feet, sending the arrogant mage flying back.

Laxus's eyes widened slightly. 'I actually felt that blast...'

"Here he comes! Use your breath!" Gajeel yelled.

Natsu widened his stance, inhaling deeply. "Fire Dragon Roar!" He unleashed a fiery torrent from his mouth.

Gajeel, meanwhile, extended his left arm as it materialized into a thick, iron pole. "Iron Dragon Club!"

The fire swirled around the iron club as it struck Laxus in the middle of his back, causing him to come to a complete halt in the air. He hacked up spit from the painful impact as he hit the floor face-first first, a dust cloud thrown up around him.

Chromastone got off the floor and spotted Laxus shooting up into the air as a bolt of lightning, converting back to his physical form.

"Iron Dragon Sword!" Gajeel turned his arm into a chainsaw-like sword (which Ben thought looked really badass) and swiped at Laxus.

The S-Class wizard avoidedavoid the swipe and held out his right palm to shoot multiple bluish-yellow lightning spheres. Gajeel's eyes widened when he saw he wouldn't be able to dodge the electric-balls in time.

Chromastone flew in front of the Iron Dragon Slayer and absorbed the lightning-balls into his body; much to Gajeel's surprise. As a result, multi-colored light shined off of his crystalline body.

Laxus growled in annoyance from Ben's interference. Before he could respond, he felt a blazing heat building up behind him and glanced back.

"Fire Dragon Brilliant Flame!" Natsu tossed a big ball of flames at Laxus, striking him in the back.

Laxus groaned painfully from the blast while he plummeted to the floor. Chromastone pressed their advantage by flying up and kneeing the falling mage hard in the gut. The enemyscarred-face wizard bent over, his eyes nearly bulged out of his sockets as a trickle of blood raced down the corner of his mouth.

Chromastone elbowed Laxus in the back of his head with all his strength, following and followed up by pulling back both legs and kicking the spiky-blonde in histhe left side.

As Laxus went careening across the room, Gajeel let out a battle cry while turning his right arm into a large spear. "Iron Dragon Lance...Demon Claw!" A volley of green glowing, iron projectiles fired out of Gajeel's spear and bombarded Laxus, making his body tense up.

He crashed into the floor near the altaralter, temporarily stunned.

"Let's give him all we got!" Chromastone shouted in midair, his body glowing brighter.

Natsu and Gajeel simultaneously reared back their heads, an orange and green magic seal appearing in front of their heads respectively.

"Fire Dragon..."

"Iron Dragon..."

"ROOOOARRR!"

"RAAGGGH!" Chromastone unleashed all the energy stored inside him from the horn on top of his head.

The ultraviolent energy mixed with the torrent of flames and iron particles to make an unusual powerful combo attack. Laxus glanced up as the fiery iron ultraviolent beam suddenly engulfed him. The area around Laxus exploded into a brilliant conflagration, causing the entire cathedral to shake violently. Various cracks spiderwebbed along the walls and columns of the building.

Ben was honestly surprised that the building hadn't collapsed already with all the damage being inflicted uponinside it.

With his energy reserves used up, Chromastone smoothly fell back to the floor to Natsu and Gajeel's left and kept his eye trained on the smoke cloud.

'Even if he can still fight, that attack should've done a number on him...' Ben thought.

An eerie silence filled the church, only the sounds of crackling fire could be heard. The trio's attention was focused squarely on the billowing smoke cloud, scanning for any signs of movement.

'Huh...looks like we got him-'

Out of nowhere, an enormous bluish-yellow lightning bolt shot out of the dust cloud and headed straight toward Chromastone. The Crystalsapien crossed his arms before the electric attack bore down on him. The force behind the powerful lightning bolt pushed Chromastone back on his heels at an impressivea fast speed.

Before the teen hero knew it, he had run out of floor and slammed into the wall. In the process, the comprised structure collapsed and a large pile of debris fell on top of the purple alien.

"BEN!" Natsu shouted, alarmed.

Through the bloom of dust and smoke, a darker version of Laxus's voice snarled out, "It's not his life you should be worried about..."

Suddenly, a couple lightning bolts rained down from the ceiling and struck Natsu and Gajeel. The pair cried out in agony from the intense electrocution before falling to their hands and knees, their bodies completely numb.

"Ole Ben sure has a lot of surprises...but he's not the only one."

As the smoke dissipated, it revealed Laxus standing tall with his shirt ripped in certain areas, showing various scratches and bruises across his upper body. Lightning crackled off his body as his eyes had turned completely white.

For the most part, the lightning wizard appeared relatively unharmed by the trio's attacks.

"On the other hand, you two are pathetic. Neither of you deserve the title of Dragon Slayer." Laxus mocked.

"What the heck? He's okay...?" Natsu said in a hoarse voice.

"But how? I don't get it..." Gajeel uttered in shock, "I know he's strong and all, but our Dragon Slaying magic combined with Ben's power was no joke. How's he still standing?"

Laxus sneered. "I'll let you guys on a little secret. I haven't told anyone about this because I really hate the old man's lectures. But I guess I can trust you guys..."

All of a sudden, Laxus's canines started to grow and sharpen while his muscles'muscles mass increased, making him more robust. As a result, his shirt was torn to sherds and revealed the black Fairy Tail stamp on his left ribcage surrounded by a large tribal tattoo that extended up to his left shoulder and across parts of his upper back. In addition, flesh-colored scales started to cover his forearms and extended up to his shoulders.

Finally, he reared back his head and let out a powerful yell, lightning completely engulfing his body.

Natsu and Gajeel looked on in amazed shock, dumbfounded by what they were witnessing.

"You gotta be kidding me..." uttered Natsu.

"No way..." Gajeel gapped.

"Lightning Dragon..." Laxus reared back his head, a yellow magical circle appearing in front of his face.

"I had no idea Laxus is a Dragon Slayer too!" Natsu exclaimed.

"ROOOAARR!" an enormous yellowish-blue beam of lightning fired out of Laxus's mouth, tearing across the stone floor as it bore down on Natsu and Gajeel.

Too stunned from the previous attack, the duo could only brace themselves as the powerful lightning blast hit them head-on. An explosion rocked the building as white light filled the room.

Meanwhile, off to the side of the room, crumbled piles of debris shifted until Chromastone climbed out and stood up. A groan escaped his mouth as he rubbed his crystalline head. "Didn't see that coming..."

When he looked up, he gasped in shock. Natsu and Gajeel were lying face-down on the floor, twitching ever so lightly while electricity crackled across their bodies. Laxus, on the other hand, was standing near the altaralter and Ben was taken aback by his sudden change in appearance.

While he was trapped under the debris, the others' voices were muffled, so he couldn't quite make out what they were saying.

"You're still alive? Damn. I was sure that'd finish you off." Laxus cursed. "Why won't you just kick the bucket already?!"

"Natsu! Gajeel!" Chromastone ran towards his comrades in concern.

Laxus glanced over to the Crystalsapien and snarled viciously. "So, you're still standing, huh?"

The Omnitrix bearer kneeled by his pink-haired pyromaniac friend to check him over. They were roughed up badly from the electrocution, but were amazingly still alive. Had it been him in his human form, he'd be dead for sure.

"How do you feel?" Chromastone asked, concerned.

"Bad. I... can't move..." Natsu rasped painfully.

"Me either," Gajeel said.

"What the hell happened to Laxus? Why does he look like some steroid junkie now?" Chromastone questioned.

"He's...he's..." Natsu muttered.

"This really pisses me off! The number of contingencies I have to deploy for someone like YOU!" Laxus exclaimed, glaring hard at Chromastone.

The lightning coursing around Laxus's body increased. Chromastone stood up and stepped away from Natsu, ready to engage the lightning freak.

'What the hell? His power has increased too...' the Crystalsapien wondered, bewildered by what was transpiring.

"Ben...Laxus is a-"

Natsu couldn't finish his sentence as Laxus raised his right arm high. "Lightning Dragon..." Suddenly, a large yellow magical circle appeared above the trio.

'Did he just say...' Chromastone's single eye widened in disbelief.

Laxus came down on his right knee and slammed his right fist on the floor. "Reigning Thunder!"

Powerful yellowish-blue lightning bolts rained down from the magic circle followed by the sounds of booming thunder. Chromastone reacted instantaneously and focused his abilities to start absorbing the electricity. Just when the bolts were about to hit the entire area around the trio, they redirected at the last moment and struck Chromastone's body instead.

Chromastone gritted his crystal teeth as he absorbed the enormous amount of electricity; the ground actually buckled underneath his feet from the pressure behind the attack.

'This is crazy! Laxus was a Dragon Slayer this whole time!?' Ben internally yelled.

Laxus sneered menacingly, his eyes glowing yellow. "Don't lose focus, little man. If you do, you and your pals will be reduced to ash!"

Natsu and Gajeel looked on with wide-eyes at Chromastone, both sporting nervous expressions. They could feel the electric energy behind the spell and knew that Laxus wasn't exaggerating.

'He's not kidding! If any of those bolts hit us, we're finished!' Gajeel thought frantically. 'How in the hell is purple-guy able to take it?!'

"Not that it matters anyway. You three losers, Erza and Mystogan, the old geezer, those weaklings in Fairy Tail, and the pathetic people of Magnolia...YOUR TIME IS OVER NOOOOOWW!" he bellowed, electricity lashing off of his body.

The lightning surrounding his body was then replaced with glowing golden light.

"Where's all that magic energy coming from..." Gajeel groaned.

'This feels familiar...like one of gramps'gramps spells.' Natsu inwardly feared.

"ERRAAGHH..." Chromastone groaned painfully as he continued absorbing the lightning spell, preventing it from hitting Natsu and Gajeel. "What's...he doing..." he choked out.

"This guy's insane. He's trying to cast Makarov's ultimate judgment spell. It'll target anyone the caster sees as their enemy. We're as good as dead." Gajeel stated fearfully.

Chromastone gasped in shock, realizing what spell Gajeel was referring to. The same spell Makarov had used to defeat Phantom Lord's master, Jose. He fully remembered witnessing the brilliant light and power cast from that spell not too long ago.

"No... he wouldn't..." Chromastone said apprehensively.

An arrogant smirk crossed Laxus's visage while his eyes turned completely white. He brought the palms of his hands close together and formed a brilliant white energy sphere between them. "Ha-ha-ha! You're right, metal head. I've mastered the Fairy Law spell!"

"That's the same spell that defeated Master Jose...no..." Gajeel dreaded.

Chromastone attempted to fire a beam at Laxus, hoping to prevent him from casting the spell; however, to his dismay, it resulted in him temporarily losing his focus on absorbing the Reigning Thunder spell. As a result, a stray lightning bolt struck the ground near Gajeel, making him flinch to his side. He stared at the smoking hole in the floor the bolt had created before looking back to Ben worriedly.

Panic was now covering Chromastone's visage. He was so focused on holding back Laxus's lightning spell, he couldn't even engage him.

'No! If he casts that spell, we're finished!'

"Laxus, you can't do this! Stop now!" Chromastone shouted, panicked.

"I'm not taking orders from YOU!" Laxus said, his voice sounding deeper and darker.

"NO! Don't do this!" Natsu added, equally panicked.

Laxus ignored their pleas and started to let out primal-like roars, the power between his palms increasing by the second.

"LAXUS, STOP!" a familiar feminine voice cried out.

The group turned back to see Levy climbing through one of the broken windows due to Diamondhead's giant crystal still blocking the front door.

"Levy?" Natsu said, confused by her appearance.

"You idiot! What're you doing here?" Gajeel reprimanded.

"You've got to see the master! He doesn't have much time!" Levy yelled desperately. "Master Makarov...I mean, your grandfather...is close to death!"

With that, Laxus ceased his yelling as his eyes returned to normal; an expression of surprise was cast on his visage. Chromastone, Natsu, and Gajeel's eyes widened in shock as well.

"Stop this now!" Levy pleaded, tears brimming from the corner of her eyes. "Go see him one last time. Please hurry before it's too late!"

A long silence filled the room as the entire group was left speechless from the horrifying revelation.

"No...it can't be. Gramps is gonna die..." Natsu rasped, unwilling to believe it.

"No way..." Chromastone uttered. He glanced back toward Laxus and could see the conflicting emotions in his eyes.

'This...this has to snap him out of it!' Ben thought hopefully. 'He can't just pass that off!'

"Please, Laxus!" Levy shouted tearfully.

Another moment of silence passed, golden light continuing to shine from the ball between Laxus's hands. Suddenly, much to Ben's shocked horror, Laxus's frown turned into a maniacal grin.

"This is turning out perfectly for me. Now that the old man is at death's door, I have an even better chance at becoming Fairy Tail's new master!"

Levy gapped in horror from Laxus's statement.

Chromastone and Gajeel, meanwhile, glared daggers at the insane blonde.

"Damn you..." the black-haired wizard cursed.

"You can't be serious!" Chromastone raged. "I know you two have family issues and all, BUT HE'S STILL YOUR GRANDPA!"

"This...will be the dawn of a new era for Fairy Tail!" Laxus proclaimed, completely ignoring the group's protestsprotest. The magical energy surrounding him increased and chunks of debris levitated around him. "I'll rebuild everything from the ground up! I'll form the ultimate guild, one so powerful, ALL WILL TREMBLE FROM OUR NAME!"

"No... Laxus..." Levy whimpered, falling to her knees.

"You can't do this! Don't you even care about gramps at all!" Natsu yelled frantically.

"I invoke...Fairy Law!" Laxus clasped his hands together and a large bell sound echoed across the room.

As brilliant white light engulfed his form, a golden magical seal appeared in front of him. The brilliant light expanded out to completely fill the room. Levy held out her arms to shield her eyes while Chromastone, Natsu, and Gajeel looked on in trepidation as the light consumed them.

Meanwhile, outside the cathedral, a giant golden magical seal with the Fairy Tail emblem in the center appeared above the building. Then, a flash of golden white light was cast out across the entire city of Magnolia. The brilliant light touched every single soul in the city, wizard and bystander.

...

...

...

A long minute passed before the light of Fairy Law began to dim. The guildmembers who were steadily recovering from the Thunder Palace's backlash looked in awed shock at the light, realizing what spell had just been cast over the city.

Back in the church, Laxus cackled menacingly as the glow around his body vanished. "I finally surpassed the old man." he stated victoriously.

As the dust cloud thrown up from the spell settled, Laxus was met with a shocking sight. Natsu and Gajeel were now on their hands and knees groaning while Levy was hiding behind a pillar, coughing from the dust.

"What the? No way! Impossible!" Laxus's attention was grabbed by Chromastone. He let out a cry as the Reigning Thunder spell finally ran its course; his body glowing brilliantly, as a result.

Laxus stared at the Crystalsapien, flabbergasted. "Even he's okay!"

Chromastone lifted his head and glared sharply at the blonde, clenching his crystalline fist hard. Without hesitation, he lifted up his arms and fired an enormous ultraviolent beam; his energy reserves were now fully restored thanks to Laxus's spell.

Laxus was too stunned by the current situation to react in time, letting the beam strike and send him careening back. He painfully crashed into the altar'salter stairway, creating a crater that destroyed several flightsplights of stairs.

Laxus slowly sat up and glanced down at the smoking bruise left on his torso from the energy attack, a little bit of blood seeping from the wound. He then looked back at an angry Chromastone and the others behind him, completely dumbfounded. He was so stunned that he didn't even retaliate at Ben for attacking him.

"This can't be! How in the hell are you all still alive!?" Laxus shouted.

Chromastone narrowed his eye in suspicion as he glanced down at himself. 'That's a good question. I thought Fairy Law was supposed to taketale out anyone the caster saw as an enemy. So, what's the deal?'

"Levy...are you alright?" Gajeel weakly asked.

Levy smiled and nodded. "Yeah. But what about Natsu? Is he okay?"

Gajeel looked up to see Natsu panting heavily, no doubt from building rage. He smirked and replied, "Looks just fine to me."

"I hit them with so much magicalmagic energy..." Laxus muttered, climbingstanding up to his feet and gazinggaze at his hands in confusion.

"The other guildmembers and the citizens of Magnolia remain unharmed." A male voice called out.

The group turned to see Freed leaning up against one of the frames of the broken windows. He looked really roughed up and was grasping at his left arm. If Ben remembered correctly, he and Mirajane had fought to a draw earlier, according to the rune scoreboard.

"Freed..." Laxus said, anger present in his voice.

"Looks like your spell didn't work. Not a single person was killed." Freed continued.

"That's a relief..." Chromastone sighed.

"But that's impossible!" Laxus shouted as he stepped down the crumbled stairway. "I cast the Fairy Law spell perfectly!"

"Maybe so, but your true feelings have betrayed you." Freed revealed.

Laxus's face contorted in shocked disbelief.

"You've inherited more than strength from your grandfather. Deep down you also have the master's heart." Freed stated softly. "Whether you admit it or not, it's evident that you care for your comrades. The Fairy Law spell only affects those that the caster sees as their enemy. Since no one was hurt, we know how you truly feel."

Chromastone felt his ire slowly subside from this revelation. "So deep down...he doesn't see us as his enemies enemy?" he murmured, slightly surprised.

'Not even me...?' Ben thought, taken aback from this revelation.

"You can try and hide your feelings, Laxus, but your magic...will always reveal the truth in your heart." Freed smiled.

Laxus, on the other hand, gritted his teeth in frustration. A storm of emotions was brewing in his head as he was unwilling to accept the truth. "No, that's ridiculous! The truth is anyone who would ever dare stand in my way IS MY ENEMY!"

Chromastone clenched his fists in annoyed anger, and murmured, "You can't be serious. And I thought I could be stubborn..."

"This has gone on long enough!" Freed exclaimed. "You need to go see the master before he's gone!"

Laxus's muscles started expanding as lightning crackled across his body. "Let the old man die for all I care!" He yelled, entering his Dragon Slayer mode once more. "He's nothing to me! He may be family... BUT I'M STRONGER!"

Lightning bolts erupted from the floor beneath him, making the others step back. Gajeel amazingly returned to his feet despite the utter agony he was feeling to shield Levy from the bolts.

Chromastone crossed his arms to shield himself from the onslaught of power as he began to contemplate.

'Words aren't gonna do anything at this point. He needs to be stopped now!' Ben realized. 'Okay...thinkthinks this through, if he's a Lightning Dragon Slayer then none of my electric forms will have any effect on him. So, I'm gonna need something that can handle the lightning and dish out pain. I could go Ultimate,' he glanced down at the Omnitrix dial on his chest thoughtfully, 'but with all the transformations I've had so far, it could drain the battery faster. Wait...'

One particular alien came to Ben's mind, but it had some concerning side effects. Nevertheless, he was left with fewlittle options with the limited transformation time remaining for the Omnitrix.

'It's dangerous but not as much as letting this creep continue his rampage.' With that, Ben madehad made his decision.

Chromastone slapped the Omnitrix dial and his form was consumed with emerald light. Laxus and the others turned their attention to see a humanoid comprised of dark green metal and looked similar to a walking-furnace.

"That's enough!" NRG yelled angrily, point a finger at him. "If you still want to fight, sparky, I'll take you on!"

"You must be joking..." Laxus glowered, turning to face the alien. "You seriously think that ridiculous thing can match me?"

"Will you just give it a rest already?!already! I can't even see you as a true enemy anymore!" NRG's metal suit started to glow orange in areas from his increasing anger. "Your words don't match what you truly feel!"

Laxus was slightly taken aback byfrom that comment, but his expression contorted into fury. "What I truly feel!? How would someone like you know what I truly feel!?"

"Simple. You and I haven't been on good terms at all, but I'm still here!" NRG shouted.

Laxus's eyes widen as his pupils returned, his magical energy slightly decreasing.

"If there was anyone in the guild your Fairy Law spell should've worked on, it should've been me! Even Gajeel should've been affected." NRG continued, pointing a finger at the roughed-up, black-haired mage to the side of the room. "You went out of your way to beat him to a pulp just a few days ago, and he's still alive too! How do you explain that?"

Laxus was left speechless as he clenchedgrinded his teeth nervously. He hated to admit it, but everything the tin-man was saying was true. He couldn't deny it. So how then? He had no connections with those two losers. So, how were they still alive?

He gasped lightly when a couple particular memories flashed in his head.

...

A few months earlier, Laxus and the Thunder Legion stoodwere standing on a hill to witness the spar between Ben and Erza. The battle had been intriguing and never had a dull moment. Ben's abilities had certainly impressed the Thunder Legion. So much that the trio wanted to add Ben to the teamfray; especially Evergreen. Laxus, on the other hand, was...not so eager.

"So Laxus, do you believe he would make a fine addition to the Thunder Legion?" Freed questioned.

Laxus didn't answer and simply walked away, the others looking at him in confusion. The blonde wizard clenched his fists while his face scrunched up with a scowl.

'Yeah, right. As if that outsider would ever understand my goals. If anything, he'd be against them.' Laxus thought sourly.

Witnessing Ben's power for himself left Laxus in a quandary. On one side, he could see why his grandfather had allowed a magic-lessles reject like him into the guild; his resourcefulness in battle with all those ridiculous-looking forms was nothing to scoff at. On the other side, with his various abilities, he could be a really huge obstacle in his plan. He could pretend to shrug Ben off, but he knew that if he did it would cost him.

From listening in closely on the rumors circulating in the guild, Laxus was aware that Ben apparently had two forms in which one could reverse time and the other was a Titan. Needless to say, this concerned the lightningscarred-face mage. As much as he hated it, contingencies would need to be planned around this Ben Tennyson for his plan to be successful.

Despite that, Laxus had to acknowledge strength when he saw it, whether he admitted out loud or not. 'As much as it annoys me, I'll admit the way he's able to turn the battle in his favor is impressive...and all without using any magic.' Laxus concededconceited begrudgingly.

Regardless of his praise, Laxus still believed he was stronger.

To keep Ben in check, he would deploy those contingencies - most likely with Freed's enchantments. Deep down though, as much as Laxus said he was, he got the strange sense that Ben didn't feel like an outsider to the guild.

Nevertheless, he passed that stray thought aside and continued on with his day.

...

The second memory was more recent and involved a certain Iron Dragon Slayer.

"You never should've messed with Fairy Tail, punk! Because now you're going to have to deal with ME!" Laxus yelled.

"Give it a rest, Laxus! Leave him alone!" shouted Jet.

Laxus turned back to the speed wizard and retorted furiously, "I'M NOT TAKIN' ORDERS FROM YOU!" He thrust out his right hand and fired a bolt of lightning at the trio; however, the bolt zoomed past Jet and headed straight for Levy instead. The blue-haired wizard gasped and covered her eyes.

Suddenly, a black blur rushed across the park and appeared in front of Levy. The cackle of thunder echoed across the park.

Gajeel stood in front of Levy with his left arm morphed into an iron club. A section of his iron appendage was glowing yellow from where Laxus's lightning had struck it.

"G-Gajeel…" Levy said, shocked.

Laxus looked atat the Gajeel in disinterest.

Gajeel lowered his club as it reformed into his normal arm. His body mildly trembled as a result of Laxus's lightning. "You through with me now…?" he muttered shakily, "cause I got other things to do..."

With that, Gajeel proceeded to walk away while holding his injured left arm close to his abdomen.

With that, Laxus huffed and walked with a scowl plastered on his face.

Needless to say, he was quite infuriated for many reasons, Gajeel only being one of them. But, in spite of his scathing thoughts on Gajeel, he couldn't easily discount the Dragon Slayer's actions for protecting the book girl from his lightning bolt. Now that Laxus thought about it, he never once saw Gajeel fight back against those two other losers at the scene either.

What was the deal there? Why didn't he fight back? Was he trying to make up for his actions during the Phantom Lord incident?

Laxus inwardly scoffed at that idea and passed it off. However, the thought did remain in the recesses of his mind...

...

'You gotta be kidding me!?' Laxus screamed internally. 'Those two punks are still here because... I think they're worthy enough to be in the guild? No! Preposterous!'

"No. NO! It...it was just a fluke..." Laxus denied.

"I thought you said you cast the spell perfectly!?" NRG accused.

"Laxus," Freed chimed in, "face it! Deep down you care for all of your comrades in Fairy Tail. Even Ben, a member you didn't even know and considered one of the biggest obstacles to your plan. And Gajeel, who was just recently apart of Phantom Lord. Please, stop this and go see your grandfather already!"

"ENOUGH! You're all wrong!" Laxus shouted vehemently. "Everyone in the guild are just weaklings! And you," he stared hard at NRG, lightning beginning to spark around his body again, "YOU'RE JUST AN OUTSIDER THAT DOESN'T BELONG HERE!"

"This coming from the guy who couldn't even pull off Fairy Law!" NRG countered. "I saw your grandfather do it, and you're nowhere near as strong as him!"

In a burst of electric rage, Laxus let out thunderous yell and charged at NRG with incredible speed. He collided with the armored alien with enough force to lift him off the ground.

"Raging Bolt!" a large lightning bolt descended from the ceiling and struck the armored alien. Combined with the force of Laxus ramming him, he went crashing into the altar – reducing it to rubble.

"BEN!" Natsu shouted, concerned.

With that, the pink-haired wizard found the strength to stand up and quickly rushed forward to aid his comrade.

"Stay here!" Gajeel told Levy before rushing after the pyromaniac.

Laxus glanced back with annoyed ire. "No. I'm done with you two!" he snarled.

He swiped his right arm back and unleashed several lightning bolts upon the duo. In addition to painful electrocution, the bolts had enough force to send them crashing into the wall. They collapsed to the wall in a painful daze, chunks of debris and dust falling on top of them.

"Gajeel!?" Levy cried, immediately running to the black-haired man's aid.

"Laxus," Freed said, wide-eyed, "if you keep this up, you could kill them! Stop now!"

"You should know by now...I don't stop for anything, Freed... especially weaklings!" Laxus harshly stated.

Laxus turned his focus back to NRG – who was standing up from the crumbled altar remains, seemingly unharmed with light traces of smoke rising off his suit.

The electric-wizard growled while gritting his teeth in fury. "You think you're so tough? Just 'cause you beat Natsu, Erza, and Evergreen? BIG DEAL! I'm stronger than all of three of them combined! HOW COULD YOU POSSIBLY EVER DEFEAT ME?!" he thundered.

NRG glared hard at the blonde, not that anyone could read his facial expression due to his helmet.

"How?" NRG spoke in low, angry voice. "Let me show you how."

Suddenly, a loud metal clang emanated from NRG's suit and bright orange light shined through a seam at the bottom of his helmet. The helmet flipped backwards and brilliant fiery light burst out of the suit, causing everyone to shield their eyes.

As the brightness settled, the group gasped at the sight before them. The green teal suit that everyone initially assumed was Ben's body fell to the floor with a loud thud with nothing inside it.

Instead, standing in front of the armor was a red humanoid with a glowing orange outline around its body. Its attire consisted of two black suspender straps that were connected to a pair of black briefs with a green belt; the Omnitrix dial serving as aserved as belt buckle. In addition, on its arms and legs were black bands with green buckles on the braces.

Freed stared at NRG's true form in awed disbelief. He could feel the heat and intense power radiating off of him. 'So... this is what he's had up his sleeve the whole time.' The swordsman thought pensively. 'Is this the only thing he's been hiding...?'

NRG scowled at Laxus, sending a slight chill down his spill. Its haphazardly shaped mouth and eyes was an unnerving sight to say the least.

Natsu groaned as he weakly lifted up his head from the floor. His vision was blurry for a brief moment before it refocused. When he saw the scene in front of him, he had to blink a few times to ensure what he was seeing was real.

"Ben? Wait...hold on," Natsu looked back-and-forth between the armored suit on the ground and the Prypiatosian-B in confusion. "What's going on? What happened to Ben? Why's his body lying on the floor?"

"That wasn't his body." Levy answered, kneeling by Gajeel – who was lying on his stomach unconscious. She looked on at NRG's true form in intrigue. "I think...it was just a suit."

'The moment he came out it suddenly got hotter in the room. Is that suit meant to contain his power?' Freed contemplated. 'If that's the case, why would he need to wear it? Wouldn't it only weaken him in battle?'

Meanwhile, Laxus clenched his fists, regaining his furious visage. "What? Am I supposed to be intimidated by this? You think shedding that armor or whatever is going to help you?"

"You have no idea." NRG narrowed his gaze further. "After everything you've done today, I can't hold myself back anymore. So, I'm gonna tell you one last time, Laxus, stand down...or else."

"You little..." Laxus snarled, his left eye twitching. "YOU DARE THREATEN ME?!"

The intensity of lightning around his body increased dramatically, breaking and charring the floor around him.

Laxus raised his arms and the lightning between his hands formed a large trident-like shape. "NOW YOU'RE DEAD! Lightning Dragon Heavenward Halberd!" He hurled the sparking yellow-blue, lightning-halberd at NRG.

NRG stood motionlessly with an impassive expression as the trident struck him, its three spikes ripping through his body and protruding out of his back.

Freed and Levy gasped as their eyes widened in shocked horror, assuming Laxus had just killed Ben.

Levy, who had draped Gajeel's right arm across her shoulders, screamed and looked away in horror.

Natsu, who was steadily regaining control of his body, looked on at the scene with wide eyes.

"Laxus! What have you done?!" Freed exclaimed, horrified.

Laxus sneered maniacally. "What does it look like, Freed? I'm weeding out the weaklings to make the guild stronger!" He took menacing steps towards NRG before standing right in front of him, his shadow cast upon him.

The Prypiatosian-B's eyes were closed as he had yet to make a single sound, even with an electric-trident protruding out of his body.

Laxus smirked arrogantly, his eyes glowing white. "Even with all your abilities, in the face of true power, you're just like the rest of this guild...WEAK!"

NRG had his head lowered and did not respond.

"NOW DIE!" Laxus charged up his body once more and reared back his fist, intending to deliver the final blow into NRG's head.

Then, much to everyone's surprise, NRG's left hand shot up and caught Laxus's arm by the wrist – stopping all his motion instantly. Laxus gritted his teeth from the sudden heated pressure on his wrist. He then attempted to punch the alien with his left arm, but NRG stopped the blow by grabbing his other wrist as well.

Laxus yelled out angrily, lightning lashing off his body for the umpteenth time. He tried to force NRG to release him by electrocuting him, but it wasn't working. NRG didn't seem affected by the electricity at all. What Laxus did notice though was NRG's grip was becoming stronger and he could feel his wrists beginning to burn badly from the intense heat and surprising strength.

"GRRAGGGH!" Laxus growled painfully.

Freed, Levy, and Natsu gasped in shocked disbelief. Was Ben actually hurting Laxus?!

NRG lifted his head and gazed at the electric blonde in ire. All of a sudden, the lightning-trident that had been sticking out of NRG started to shrink intoback into his body until it completely vanishedvanishing.

As a result, his body became noticeably more defined and taller. He was now only a head shorter than Laxus.

The Prypiatosian-B pushed Laxus's arms back and spread them wide, leaving him wide open; much to everyone's astonishment. Laxus's eyes widened as shock spread across his face. Was he actually being outmuscled? That wasn't possible...

"You're about to find out how wrong you are." NRG declared.

Suddenly, he opened his mouth wide and fired a large orangish-red energy beam directly into Laxus. The robust blonde yelled out in surprised pain as he went hurtling back.

NRG flew across the room at an unprecedented speed and stopped until he was behind Laxus, delivering a wicked roundhouse kick into the middle of his back. The blow sent Laxus crashing through the roof and NRG promptly pursued after him.

Freed and Levy placed Natsu and Gajeel'sGajeel arms over their shoulders respectively and guided them outside to witness the ensuing battle.

Above the cathedral, Laxus finally regained control and levitated in the air. He looked down to see NRG shooting up towards him, a fiery trail in his wake. He clenched his teeth hard and snarled, rage plastered on his face.

"RAGGGHH!" He engulfed his body in lightning and shot towards his opponent, rearing back his right fist. "Lightning Dragon Demolition Fist!" A yellow magical circle appeared in front of his hand, and out of it came a giant fist comprised of lightning.

In response, NRG reared back his right fist and punched the incoming spelllightning-fist. As a result, a large lightning and orangish-red energy explosion filled the sky – drawing all of the townspeople and the awakening wizards' attention.

In the midst of the smoke cloud, Laxus charged up his fists and swung madly at NRG – who easily evaded every blow. The Prypiatosian-B took advantage of Laxus's rage by jabbing him hard in the neck area, making him flinch badlyup. NRG pressed on by giving Laxus a wicked right hook, followed by a left crosshook, and grabbing his head to smash his face into his left knee.

The lightning mage quickly recovered and launched himself at NRG in a fit of anger, but NRG ducked under him and kicked him hard in middle of his spine once again. He went flying back uncontrollably for a moment before he regained control.

He looked back at the radioactive alien, enraged. "DAMMIT! Why won't you just DIE!?" he roared, shooting back towards him as a burst of lightning.

"Bad guys have been asking me that question for a while," NRG crossed his arms to block a combo of electric punches and kicks,kicks, and continued, "and the answer is always the same."

Laxus extended his right arm and fired an enormous blast of lightning at NRG. Instead of electrocuting him, NRG's body size increased further; much to Laxus's shock.

"As long as there are people who need to be protected," His hands start to glow brightly before he swung his arms forward in an X-shape, creating a fiery X-shaped energy blast. "I REFUSE...TO DIE!"

The blast struck Laxus across his chest and torso, exploding upon contact. The spikeyspiky blonde started to plummet with a hazy smoke trail before regaining control and resumed levitating in the air.

He looked back and shot NRG a fuming glare. "DAMN YOU! EAT THIS, YOU PUNK!"

As Laxus reared his head back and puffed out his cheeks, NRG already knew what attack would follow after his experience fighting Natsu.

"Lightning Dragon ROAR!" An enormous beam of lightning shot out from Laxus's mouth, rocketing straight for NRG.

The Prypiatosian-B blasted forward, placed his hands together out in front of him, and began to spin his body in a drill-like fashion. He spun so quickly that a tornado of fiery radioactive energy and lightning formed around him.

He struck the lightning beam and, for a moment, both sides appeared evenly matched. NRG grinned roguishly and started to consume some of the lightning of Laxus's attack through his mouth. As a result, the lightning beam became considerably weaker until NRG finally cut right through it.

Laxus was so shocked he couldn't react in time as NRG and the tornado of radiation swirling around him slammed into him. The result was a loud, brilliant explosion that could be seen and heard across Magnolia.

Laxus plummeted towards the church and promptly crashed into the side of one of the cathedral's towerstower, leaving a deep cut in the structure.

NRG descended from the sky and smoothly landed on the steep roof. He kept his eyes trained on the crumbled building material obscuring Laxus from view, waiting to see if he would rise.

Meanwhile, Levy, Freed, and a gathering crowd of confused people looked up at the fight taking place. Gajeel was still leaning against the blue-haired bookworm whilst Freed supported Natsu.

"Amazing..." Levy awed, "Laxus's attacks don't seem to affecteffect Ben at all."

"Yes, he's impressive indeed." Freed agreed.

Suddenly, crumbled bricks and debris were blown away from an outburst of electricity. The injuries he sustained were present on his upper body in the form of burns, bruises, and cuts.

Laxus stood up and let out a ferocious roar. "I'LL KILL YOU!"

"Just give it a rest already!" NRG shouted angrily. "Fairy Tail doesn't belong to you...and as long as I'm here...I'll never let someone like you take it!"

"OH YEAH?!" Laxus yelled.

He raised his arms, a magical seal appearing above NRG's head. He realized that Laxus was preparing to use Reigning Thunder, and was confused. Shouldn't he be aware by now that his magic was only making him stronger?stronger.

"Let's see how much power you can take before you POP!" challenged Laxus.

'Good luck with that.' Ben inwardly remarked. 'You'll run out of magic before I even come close.'

NRG bracedwas bracing himself from the downpour of electric energy from Laxus's Reigning Thunder spell until, without warning, Natsu landed in-between the radioactive alien and lightning wizard – making them both pause. Smoke billowed from his feet, indicating he had propelled himself up to the roof using his fire.

The pink-haired mage was panting slightly as he shakily stood up, trying to keep him balance on the steep roof.

"Natsu?" NRG questioned. "What're you doing here?"

"I'm..." he panted, "not done yet..."

"Get lost, yah runt!" Laxus barked. "I said I was through with you!"

Natsu lifted his head and shot the blonde a livid glare. "WELL I'M NOT THROUGH WITH YOU!"

NRG's eyes widened from the look in Natsu's eyes. He was definitely not kidding around.

"Who do you think you are saying you're stronger than gramps!? You're not stronger than him! You may be the master's grandson, but you're no better than the rest of us! Don't you know blood ties don't matter!? 'Cause everyone in the guild is supposed to be considered family!" Natsu proclaimed strongly, fire engulfing his body.

For a short moment, Laxus's eyes returned to normal as Natsu's proclamation had seemingly affected him. However, his anger swiftly returned as his eyes became white once more. "No. That's just a lie! BLOOD TIES DO MATTER!"

"You've been a member long enough to know better than that!" Natsu retorted, the fire surrounding momentarily taking the form of a dragon. "If you think that makes you above everyone else in the guild, YOU'RE WRONG!"

"AND YOU'RE DEAD! RAGING BOLT!" Laxus brought his hand down, firing a lightning bolt from the cloudy sky at Natsu.

NRG swiftly flew in front of pyromaniac and shielded him while absorbing the electric energy in the process.

"RRRAAGGHH!" Laxus charged forward like a mad bull.

NRG widened his stance and blocked several electric-charged punches from Laxus with his forearms. When the buffed-up blonde attempted to jab NRG in the neck, he grabbed his wrist – his hand completely covered Laxus's and subjugated it to the natural burning heat of his body. Before Laxus could counter, NRG jabbed him in his torso and discharged an energy blast. The robust blonde was sent crashing into the cathedral's tower, creating a large gapinggapping hole in the side.

"Natsu," NRG glanced back to pink-haired mage, "I know you want to help out, but you're pretty injured right now. Just leave Laxus to me. Trust me. I know I can take him."

"You don't get it." Natsu said sharply. "I don't wanna beat Laxus 'cause I don't think you can. I KNOW you can! I'm gonna be the one to take down Laxus...to prove my point! That we're not the weaklings he says we are! That he's not above us!"

NRG stared at Natsu with a thoughtful expression, and murmured, "Natsu..."

Before he could respond, a familiar beeping sound filled their ears. The energy-being glanced down to see the Omnitrix dial on his belt blinking red.

'Seriously? I'm out of power already!?'

The teen hero returned his gaze to Natsu, giving him a serious look. "Looks like you'll get your chance after all."

He stepped back and put a few meters of distance between them and began to create a reddish-orange energy sphere in-between his palms. The Prypiatosian-B concentrated hard and quickly poured all his energy reserves into the sphere, making it expand until it was nearly several meters across. NRG returned to his normal size and lifted the red ball over his head; crimson flames and various fiery-colored electricity crackled off of it.

Natsu looked at the flaming crimson ball in amazement. That didn't look like any normal fireball.

"You might need a little boost though. Here," NRG tossed the sphere at Natsu.

He reached out to catch it with both hands and was pushed back a couple feet. The Dragon Slayer gritted his teeth as he struggled to lift the ball over his head.

In a flash of green, Ben transformed back into his human form. He crouched low and slid down the roof to put a little more distance between him and the radioactive, flaming ball he had just given Natsu.

Natsu looked up at the crimson sphere above him in amazement and confusion.

'Whoa,' Natsu thought, 'what is this? This doesn't feel like any normal fire...'

"RRRAAGGHHH!"

Natsu and Ben looked up to see Laxus climb out of the hole in the tower. Obviously, he was pretty pissed off at the moment if the livid expression on his face was any indication.

The spiky blonde looked down and his eyes quickly passed over Natsu and the flaming ball he was holding up to hone in on Ben. He clenched his teeth and snarled viscously, jumping back to the roof.

"Your luck's run out, kid! NOW I'M GONNA OBLITERATE YOU!" He thrust his right fist above his head, a yellow magical seal appearing above him.

"NO!" Freed cried out. "DON'T DO IT! That spell will kill him in his present state!"

"BWAH-HA-HA! Lightning Dragon Heavenward Halberd!" Laxus laughed madly, thrusting the lightning-halberd directly at the brunet hero.

"BEN, NOOOO!" Natsu and Freed yelled in unison while Levy closed her eyes and looked away in fear.

Ben was motionless and wide-eyed as he stared at the incoming lightning. At that moment, he sincerely believed he was going to die. There was no way he could survive that attack in his human form.

Then, just before the electric-halberd struck him, it suddenly took a sharp turn in the perpendicular direction. The halberd instead hit Gajeel, who had converted his left arm into an iron rod. He gritted his teeth and clenched his eyes shut from the intense electrocution.

"Gajeel!" Levy cried worriedly.

"What happened?!" Freed said, confused. Gajeel had jumped up to the roof so fast he didn't see him. He then quickly deduced what Gajeel had just done. "Did he use himself as a lightning rod?"

Ben looked at the former Phantom Lord member in shock. 'No way. He...he saved me?'

As the black-haired wizard started to fall, he quickly opened an eye and directed his gaze towards Natsu. "GET HIM!" he shouted.

Natsu gawked at Gajeel's selfless actions for a moment.

He momentarily turned his gaze to Ben, who looked back at him with a serious expression.

"You heard him! Eat it already and kick his ass!" He exclaimed.

That was all he needed to hear.

Natsu returned his attention to the large crimson ball above him, sporting a visage of sheer determination. He opened his mouth to suck in the fiery energy from the sphere.

Laxus snarled in annoyance upon seeing Ben unharmed. "Damn! He's still alive!? Huh..." he glanced over to Natsu in bewilderment. "What the heck is that...?" he muttered, referring to the crimson energy he was currently consuming.

Natsu finished eating the sphere of radioactive flames. He started to cough madly and reached up to grab his throat, a searing pain racing through his veins.

"Oh crap!" Ben panicked. "Is the radiation hurting him?!"

"Pft," Laxus scoffed, "Damn moron. Least yah saved me the bother of having to exterminate you... since yah already took care of that yourself."

'I condensed the ball into flames as best as I could in the small time I had. Is it still too much for him to handle...?' Ben thought frantically.

Natsu eyes were closed as the veins on his neck and temple throbbed. Then, he reared back his head and threw up his arms as he let out a deafening cry. All of a sudden, a powerful blaze erupted around Natsu and combusted upward to take the shape of a dragon with wings and a horned head.

Ben was forced to slide further down the roof until he was at the very edge. The heat radiatingirradiating from the Dragon Slayer was intense!

The flames surrounding Natsu were dark crimson with tints of orange; in addition, a shower of sparks and bolts of orange-colored electricity radiated off of them. In the midst of the crimson flames, a faint orange glow shoneirradiated off of Natsu's skin.

He lifted up his head and glared daggers at Laxus, an orangish-red glow present in his eyes.

Laxus gapedgapped at Natsu, dumbfounded. "The hell is this?!"

"FIRE DRAGON..." Natsu crouched low and launched himself forward, a trail of red fire in his wake.

Getting over his shock, Laxus let out a battle cry and charged forward to meet Natsu's attack head-on.

"...IRON FIST..."

Laxus coughed up a little blood, his momentum instantly stopped via the powerful, flaming punch in his gut. Where the hell did this strength come from?!

With no time to react, Natsu unleashed a devastating combo attack that he had never done before.

"...TALON..."

"...SWORD HORN..."

"...FLAME ELBOW..."

The brunet's eyes widened in shock from the spectacle. Freed and Levy below shared similar expressions.

'Wait...something's off...' Ben inwardly noted. 'This isn't the same as when he normally eats fire. It's like-' he gapedgapped when he recalled the memory of Natsu eating Ethernano to activate theachieve Dragon Force. '...like back at the tower...'

'His aura is completely different.' Freed observed, amazed, 'Was that fireball really responsible for giving Natsu this much of a boost?'

Laxus was left in a daze from Natsu's quick and unusuallyunusual powerful blows. He had no time to counter as Natsu began to charge up his ace-in-the-hole move – which was now super-charged!

"Dragon Slayer Secret Art:" Natsu produced long tendrils of red fire from his arms, which moved toward Laxus in a spiraling formation. "Flame Lotus, Exploding Flame Blade!"

Laxus was engulfed in a large swirling mass of crimson flames and orangish-yellow energy mixed in. His face contorted from the scorching pain and heat overwhelming his entire body!

The spiky-haired blonde let out a final cry of defeat as he was hurled upward from the blast.

Freed and Levy looked up in shocked disbelief while Gajeel proudly smirked from his spot on the pavement.

Natsu stood strong and tall, the crimson fire and orange glow around his body still present.

Laxus came down and hit the roof hard as he limply rolled onto his back. All his strength and power had been zapped away. Various burns, bruises, and cuts were littered across his battered body. His eyes were closed and his mouth hung open, an expression of pained exhaustion plastered on his face.

Laxus was defeated.

"He did it...he beat Laxus..." Freed uttered, shocked.

Seeing that his one of his biggest rivals had been defeated, Natsu couldn't contain himself as he reared back and let out an earsplitting yell. In the process, the crimson flames combusted upward several meters and the orange glow surrounding his body shoneshined brighter. The roof beneath his feet cracked and nearly melted from the extreme heat.

Ben, meanwhile, gazed in awe at this development. He thought that NRG's fireball would only restore Natsu's magic and stamina, but ithe it had done so much more.

'Did I help Natsu unlock Dragon Force again...or was this something else...?' Ben pondered.

Unbeknownst to Ben, Natsu, and everyone else, the Omnitrix bearer had just helped the Son of Igneel achieve an unknown ability of all Slayer Magics.

...

A/N: Welp, this took longer to write than I initially thought. Sorry for the wait everyone. A little update on my side: I'm currently looking for another job and may be moving out soon.

So, depending on what happens in the next couple weeks, I may not be able to get the Fighting Festival conclusion chapter done for at least for another month or so. I don't think the next chapter will be very long, so it shouldn't take too long to write.

Anyways, I hope you fine readers enjoyed the final battle! Most of you may be confused as to why I used NRG instead of sticking with Feedback; after all, he is on the cover art poster.

Well, I have a few reasons.

Stoneman-85 and Masamune X23 finished the Fighting Festival arc for their story LONG before I reached this point and already used Feedback and Ultimate Feedback. I didn't want to copy from them.

The more I thought about it, I realized Feedback may not be the best form for Ben to ultimately beat Laxus with. After all, his biggest strength against him is absorbing his lightning. I don't feel like he'd be strong or durable enough to physically outmatch him in a fight. Ultimate Feedback? Yeah, I could see that. I feel Stoneman and Masamune did an excellent job of portraying that battle with their version of Ultimate Feedback. But like I mentioned in point 1, I wanted to do something different.

NRG in his true form was simply the perfect transformation to take down Laxus, in my opinion. He's an energy-being, so Laxus's attacks only fueled him, making him stronger and bigger. His physical moves wouldn't have any effect either since NRG could go intangible. Meaning NRG is practically untouchable against Laxus, and most other opponents. In addition, Laxus doesn't really have much immunity against radioactive blasts like he would against lightning.

You may not like these reasons, and that's okay. Feedback will have his moments in the coming future.

On another note, Natsu achieved a particular ability of Slayer Magics a little early in the storyline. I won't say what it is out loud since most of you already know what it is, LOL. He and Ben, at the moment, are unaware of what exactly this ability is though. I do plan on going somewhere with that. It'll be exciting, trust me!

Oh...and the new season of Fairy Tail is premiering next month. That's something to get excited for, right?

Chapter 38: Fighting Festival, Part V – the conclusion of the arc.

Chapter 39: Chapter Name TBD – Ben and Natsu are exclusively selected by a client to retrieve a rare, expensive magical herb. There are two problems though: one, they have to go to the harshest desert in Earthland; two, the herb only grows inside the throat of a desert-worm monster. Should be a piece of cake, right?

Chapter 40: Oracion Seis, Part I – pretty self-explanatory.

As always, thank you for support! Please leave any comments, critiques, or suggestions in the review box if yah want. Until next time…Ultimate out!