Author Notes:Hey you guys welcomed back for another another of Ben 10 Fairy Tail here's Chapter 6 and the fourth and last part of the Elsenwald arc.

Last time Erigor trapped our heroes in a Wind Barrier but Ben managed to escape as Big Chill to hold down the Wind wizard until the others figure out to how to escape well but thanks to Virgo they escaped as well.

While Ben was fighting Erigor both Natsu and Happy arrived to fight the Elsenwald Guild Master too. But Erigor used a spell called Storm Mall a armor made of wind to shield from both Ben and Natsu's attacks.

Can both Ben and Natsu defeat Erigor and stopped his plan once in for and all? Let's find out now!

Disclaimer:I don't owned Ben 10 or Fairy Tail they belonged to owners.

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Enjoy!


Chapter 6:Elsenwald Part 4

Last time...

''Your powers are remarkable but you're still no match for me! Storm Mall!' Erigor then spun his scythe in front of hum and a purple magic circle appeared followed by the surrounding air swarming around him current swarming around him and what appeared to be armor made of strong gale force winds.

''Here I come!'' he exclaimed as he lunged forward as Natsu with a flaming fist; when the attacks collided Natsu was forced back on to the tracks.

''What's the matter? Is that all you can do?'' mocked Erigor.

''Ugh, why you...'' Natsu became enraged as he lunged foward. ''Fire Dragon's Iron Fist!'' he tried to break Erigor's Storm Mail but to no success as his flames diminished and the attack had no effect.

''What happened?'' asked Natsu himself shocked.

''Heh, just as I suspected you're helpless without you flames; looks like I have the upper hand!'' remarked Erigor with a superior smirk.

''Did you forget about me?'' questioned Terrapsin as he was flying in the air in shell form then used his aerokinesis to create a powerful gusts of wind to blew away the Wind wizard's Storm Mall but the gusts went through the armor.

''My Storm Mail blows outwardly, your flames will get smothered out as for other attacks they will slow down the second they touch it and I won't feel anything; which means you two are powerless against me!'' exclaimed Erigor triumphantly.

''We'll see about that!'' countered Natsu.

''Heh, your fire and your wind attacks can do nothing against my wind!''


Natsu and Terraspin were being blown slightly back by Erigor's Storm Mail.

''Heh, now do you understand you little flies, your attacks can never defeat my Wind Magic!'' stated Erigor,

''This feels like I'm standing inside of a typhoon.'' said Natsu trying to stand his ground.

''Not me.'' commented Terraspin since his shell protected from magic attacks and Happy clinging on to him.

''Now it's time to take you both out for good.'' replied Erigor as the intensity of the wind increased. ''Storm Shred!'' he chanted and following up another purple magic circle and came forth small arched projectile-like wind blades and were headed towards Natsu and Terraspin, but the Fire Dragon Slayer dodged, and the Geochelone Aerio blew them away with his air.

''I need to break through!'' yelled Natsu as he tried once more and jumped up high with both feet in flames as a boost and another enflamed punch, but he didn't get close as Erigor increased the wind current and forced Natsu back into the tracks again.

''Feeling a little frustrated, don't be too hard on yourself, as if you had a chance against me.'' mocked Erigor. ''But don't worry I'll just put an end to this right now! With my Soaring Phoenix Magic I can rip anything to shreds!'' he boasted. 'Emera Barem!'' he chanted as he placed his index fingers into a X shape and a purple magic circle and eight smaller circles surrounded it.

''Guys, that's a dangerous spell, it will tear you guys to shreds!'' cried Happy.

Terraspin then ran in front of Natsu and started to protected himself, Natsu, and Happy, just mere seconds before Erigor fired his attack.

''Say, goodbye, you insolent flies!'' responded Erigor, firing a cyclone full of wind blades. As they impacted the Geochenlone Aerio with a huge dust surrounding the area. The Master of Elsenwald was about to celebrate, until the dust settled and found Terraspin, had no scratch on him at all.

''Impossible, no one ever blocked my most powerful spell!'' screamed Erigor with a shocked look on his face. ''No matter, you'll still too weak to stop me, once I play Lullaby to the Guild Masters at their conference they will join you in the afterlife as well.''

''Urg, all you talk about is that stupid cursed flute!'' stated Natsu enraged as he flung off his vest revealing his muscular top part of his body. ''If you're gonna take out the Guild Masters then you'll have to get through us first!''

''That's right I've beaten tougher guys than you and I always come out on top!'' proclaimed Terraspin.

''Heh, we'll see.'' reported Erigor with a smirk.

''Enough talk, more fighting!'' shouted Natsu as he jumped forward with both fists engulfed in flames.

''I told you your attacks are futile you're just wasting your time!''' remarked Erigor as the gale force winds replied the Dragon Slayer's attack once more.

When the latter landed back he was to say the least, enraged.

''WHY CAN I BREAK THROUGH?!'' roared Natsu as he grabbed an iron rail, red hot flames surrounding him. ''I CAN'T EVEN TOUGH THE GUY!'' the flames grew even larger and more intense as each passing second went by.

''I HAVE TO BEAT THIS CREEP!'' slowly but surely as Natsu's rage increased with his flames, the wind started to head towards him.

''What's this, the angrier he gets the more intense his flames become!'' snarled Erigor.

''He's changing the director of the wind!'' pointed out Happy, awestruck, with Terrasping having the same reaction.

''Flames of Emotion?! That's an Ancient Magic, where did this kid learn to use magic as powerful as that?''' Erigor asked himself shocked, before realizing his Storm Mail was slowly dissipating.

''That anger with my air.'' thought Terraspin as he came up with an idea. ''Hey Natsu!'' he called out getting the attention of the Dragon Slayer. ''You saw both me and him have control over air well, I could use my power of wind to blow you at him. Normally that would crush you into a small piece of meat however since this form has the power to cancel magic my air would get you could knock him out but we're only going to have maybe 2 shots at so get ready.''

Natsu nodded.

''Hey Natsu!'' called out Happy. ''You stink, you should give up and let Gray or Ben handle this instead, because you're never gonna win!''

Natsu, hearing the discouragement from his best pal...was to say the least angry. He was quite literally bursting into a tall pillar of fire, raging like an angry dragon.

''What DID YOU SAY!'' screamed Natsu in anger, several veins throbbing from his enraged

''His flames are neutralizing my Storm Mail?!'' Erigor asked himself shocked as his Storm Mail fully disappeared. ''Curse you Fairy Tail flies!''

''Natus's flames were heating the air around him, and the hot air created rises and created a low pressure area to which all air goes from high pressure to low pressure ares.'' explained Happy philosophically.

''I'M GOING TO TAKE YOU DOWN!'' glowed Natsu with full rage in his eyes.

''His flame magic is strong, surely he couldn't be...'' Erigor started to realize about who Natsu really was.

Natsu then lunged forward at the speed of a rocket with the help of Terraspin's aerokinesis boosting him, his body engulfed in flames and literally head-butted Erigor in the abdomen. ''Fire Dragon's Sword Edge!''

''A Dragon Slayer, they truly exist!'' thought Erigor as he was sent flying a few yards, dropping a certain cursed flute as well.

Erigor then skidded to a halt on the tracks, he was about to get up again, but a turtle fin out nowhere and hit him so hard on face, knocking him out for him.

''Did you like that Happy?'' inquired Natsu with a confident smirk.

''You and Ben showed him that if you mess with Salamander, you're gonna get toasted.'' commented Happy.

''You weren't too sure of me earlier.'' said Natsu annoyingly, unaware that it was all part of Happy's small plan.

''Cats have a bad short term memory you know.'' said the Blue Cat as an excuse.

''You told me that I wasn't to beat him, so I should have left to Erza or something like that.'' replied the pink haired wizard.

''Wow your memory must be worse than mine, I said Gray and Ben, not Erza.'' corrected Happy.

''But still me and Ben still make a good team, right Ben?'' asked Natsu.

Terraspin then slapped the Omnitrix symbol and transformed back to Ben. ''Yeah, we're sure showed him, although how did you pull of that last move?''

''Y'know I don't even know that myself.'' answered Natsu, while Ben sweatdropped at that.

Unbeknownst to them the cursed flute Erigor dropped, the eyes of it glowed a faint purple light.

''Natsu! Ben!'' yelled a voice. The trio turned towards the voice and it turned to be Lucy and the others as they caught to them.

''Hey you guys you just missed me beat up Erigor!'' exclaimed Natsu.

''Actually, it was we, Natsu.'' said Ben while correcting him, as the others got off the Magic Mobile.

''No way, Erigor never loses.'' thought Kageyama before his attention was brought to a faint purple glow of a certain flute that one else noticed.

''I can't believe you had such a hard time with this guy.'' responded Gray trying to insult him, although Ben stepped in.

''It wasn't that hard Gray, after all you didn't even witness it.'' reported the Omnitrix wielder while the Ice-Make wizard just deflated in defeat, since Ben did have a point, but thought if another insult.

''But you do look stupid wearing your scarf when you're half naked.'' stated the onyx haired teen insulting Natsu.

''Like you have room to talk!'' remarked Natsu, and sure enough Gray was wearing nothing but his boxers..again.

''Crap!'' he panicked.

Lucy then realized that sure enough Natsu's vest had gone off from him. Absentmindely she just stared at Natsu's toned body and her face became the color of Erza's color.

''Hey Lucy!'' called out Natus trying to get the attention of the Celestial wizard.

''Huh?'' muttered the latter still starting at Natsu.

''First of all can I have your clothes, second could you stop starting at me it's kinda freaking out.''

The blonde haired girl then got up of her stupor and just yelled at the Dragon Slayer in response.

''In your dreams, and I was not!'' snapped the former, a hearty blush on her face.

''Yeah, then how come you were drooling for a second there?''questioned Happy, sure enough there was a small trail of drool dropping from Lucy's face.

''Shut up you stupid cat, I was not.'' she denied with her ears trailing out steam.

''You liiiiiiiiiiiiiiiike him!'' teased Happy rolling his tongue.

''Quiet you stupid cat!''

The rest of the team mins Kageyama just looked at Lucy with amused expressions on their faces.

''Alright, that's enough Happy.'' spoke Erza in a serious tone, although still had an amused expression on her face. ''Great job boys.'' she gestured to Natsu and Ben. ''Thanks to you two the Guild Masters are safe now, but since we're here why don't we go to Clover Town to tell the Guild Masters what happened and discuss on how we should dispose of the Lullaby Flute.''

''Wait, isn't the Lullaby Flute over...'' Ben started to say, but stopped short when the Magic Mobile suddenly drove forward, with several shadow tendrils coming out of it. One of the tendrils grabbed the said cursed flute and drove off.

''What do you think you're doing Kage?!'' demanded Erza surprised, and sure enough the hijacker of the Magic Mobile was indeed the Elsenwald wizard.

''Lullaby is mine now! You shouldn't have left your guard down flies!'' exclaimed Kageyama, with a smirk on his face as he drove off forwards the direction of Clover.

''That jerk!'' yelled Natsu. ''We need to catch up to him fast.

''Already on it!'' shouted Ben as he activated his Omnitrix.


Somewhere in the mountains...

Night fell over Flore, but in the mountains the Flore Army was marching towards Clover in order to stop Elsenwald and Lullaby, the army composed of several hundred foot soldiers, and a hundred soldiers riding horse-sized chameleons.

''We've received reports that the Dark Guild, Elsenwald is planning to murder the Guild Masters at their conference in Clover, but I won't let that happen on my watch, we have to stop them, so let's show these dark wizards the power of the Flore Army!'' the captain in charge of unit ordered his men, and all the mean shouted in approval.


In the forest outside of Clover...

Kageyama reached the Guild Masters' conference hall outside of Clover Town. Kageyama was currently hiding behind a tree on a cliff overlooking conference hall.

''This will work, surely they will be able to hear Lullaby's song from here.'' thought Kageyama. ''Finally the time has come!''

He was brought out of his thoughts when some weird smooching noises from behind him. When he turned around he recognized him. Turns out Makarov was reading the magazine Sorcerer's Weekly.

''Oooo, there are some hot little numbers in this week's issue.'' said Makarov aloud, looking at the pages with perverted intentions. ''Wow, young wizarding ladies are so much more powerful now, than back in my day, and sexier too.'' he finished with some hearts in his eyes.

Kageyamma just sweatdropped at the perverted old man.

''Gah, I don't have time for this!'' replied Makarov as composed himself. ''I have to catch up to those fools before they destroy an entire down!'' he exclaimed, referring to Ben and the others.

He was about to run when he finally realized that someone was watching him the whole time, as the old man turned around, seeing Kageyama he started to panic.

''It's not what it looks like I was just doing some research on female wizards, it was innocent, a-and I..'' the Master of Fairy Tail tried to reason and came up with excuses.

''I don't care what you were doing.'' responded Kageuama with a sigh. ''I mean seriously his guild mates have done the exact same thing, although that doesn't mean he was part of looking the Sorcerer's Weekly himself for that matter.''

Makarov then look notice of Kage's bandages. ''Hmph, you look badly hurt boy, you shouldn't be wandering the woods in your condition.''

''Yes sir, you're right.'' stated Kageyama before he took notice that he was actually talking too. ''Wait, that's Makarov, the master of the Fairy Tail Guild; how come I keep running into these flies?'' before Makarov started to walk away. That's when Kageyamma had a lightblub go off in his head,

''Excuse me.'' Kageyama started to speak again, catching Makarov's attention. ''I don't suppose you care to hear a song, heh they won't let me play the flute while I was in the hospital.''

''That's one creepy flute you got there.'' pointed out the old wizard.

''I know but it has a beautiful sound.'' the shadow wizard tried to convince.

Makarov seemed to be thinking for a few seconds. ''Well I should be going, but I guess one song couldn't hurt.'''Oh thank you.'' reported Kageyama. ''Heh, we win!'' he thought smirking inside. ''Be sure to listen carefully sir.''

''Yeah, yeah.'' moaned Makarov as he stood still walking patiently, for this 'flute boy' to play his 'song'.

Kageyama was about to play the Cursed Flute. ''That is it.'' he thought, victory of murdering the Guild Masters in his grasp, as he thought of his comrades at Elsenwald.

''Heh, who would want to join a legal guild anyway, they suck.'' said Rayle.

''Those Fairy Tail guys are too weak to be talking big talk.'' added another guild mate named Byard

''Lullaby's song will be our revenge against those who have stripped us of rights and force us to live in the darkness!'' yelled Erigor.

Kageyama was about to ready to play a song on Lullaby, when suddenly the thought of Ben and the Fairy Tail wizards, stopped him.

''Killing innocent people isn't going to help you get your rights back!'' cried Lucy.

''You should try to look for the positives both you and your Elsenwald pals.'' said Gray.

''Kageayma, don't you dare die on me, we need you to dispel the Wind Barrier, just hang on.'' reassured Erza.

''He's a member of your Guild, he trusted you and you tried to kill him!'' Natsu yelled at Karacka.

Kageyama tried to play the flute, but something deep down told him to stop...

From afar off, the team of superhero and wizards saw Kageyama ready to play the flute in front of Master Makarov.

''There he is!'' exclaimed Gray.

''Gramps!'' proclaimed Natsu relived.

Suddenly Master Bob came out of nowhere and scared Natsu, Gray, and Lucy while Ben was just as creeped out to see a man dress similar to a girl.

''Shh, we are just about to get to the good part.'' said Master Bob before his attention focused on Gray and Natsu. ''Well aren't you boys young and handsome, so adorable.''

Natsu and Gray were creeped out by the bisexual man? as he crept closer to them.

''Who the heck is that guy?'' asked Lucy, still creeped out.

''That's Master Bob.'' answered Erza with a sweatdrop. The said master heard Erza, which gave enough time for Natsu and Gray to get away from the creepy, fat man

''Erza, honey you've really grown up!'' he commented.

''You telling me that weirdo is the Master of the Blue Pegasus Guild?'' shivered Lucy out.

Back to Kageyama and Makarov, the latter was getting impatient of the former, who was still trying to play Lullaby.

''Well I can't wait all night young man.'' stated Makarov, still waiting. Kageyama looked like he was about to play the flute, much to everyone's shock.

''Oh no!'' whispered Erza. Master Bob took this opportunity and swung his arms around Gray and Natsu and started hovering above the ground.

''Would you guys keep it down, we're just getting to the good part.'' spoke another voice.

''He's with Quatro Cerberus!'' screamed Lucy finding the source of the voice was the Master of the said guild.

''That's their master, Goldmine.'' Erza flatly introduced.

''Hmm, well?'' Makarov questioned Kageyama, bringing the attention of everyone watching to quiet down.

Kageyama was still hesitating to play the cursed flute as it's eyes started to glow a faint purple, telling him to play.

''I can do this; I just have to play one song, and that will charge everything!'' thought the shadow mage.

A few minutes of silence passed before Makarov spoke. ''Nothing's going to change.'' said the old wise master, as though he actually heard Kageyama's thoughts.

''You cannot change the fact that those who are weak, will forever remain weak. Now maybe it's just me, but I don't think it's a bad thing. I mean we humans are weak creatures by nature; our insecurities are the reason guilds even exist, and they're why we have friends. When we're surrounded by allies, it's easier to stay positive about the future.'' continued Makarov. ''Think of it this way; if we're clumsy then we may stumble and bump into things in life, but as long as we have faith in our future we can continued to move forward, and our inner strength emerges on its own, but we have to choose that path and pledge to live our lives to the fullest. Don't let that silly flute get in the way.''

That did it. Kageyama was convinced from Makarov's speech that playing the flute would be pointless anyway. ''Yes, he was convinced that doing this deed will not bring any strength, it will just bring him down. It was then the Elsenwald mage made his choice; Kageyama dropped the cursed flute.

''I surrender.'' he reported.

Ben, Natsu and the rest of the team came down from watching from afar, glad that the whole ordeal with Lullaby was over.

''Master!'' cheered Erza, running towards the short, old man.

''You stopped him.'' replied Natsu following suit.

''Good job Gramps!'' exclaimed Gray not far behind Natsu, while Ben ran behind him.

''You sure showed him who's boss.'' stated Ben with a grin.

''Oi, what are you kids doing here?'' inquired Makarov, but was ignored as Erza picked up the Master and slammed his head into her breastplate.

''Master, your words touched me so deeply, that I was almost most to tears.'' responded Erza gratefully.

''Ow.'' mumbled Makarov out in pain of being slammed into a metal breastplate.

''Well, looks like we just came here in time to see Gramps talk his talk his way out of another one.'' replied Gray relieved. But then a faint glow form Lullaby caught everyone's attention.

''Mwahahaha!'' a dark mixed voice came from the flute, as dark purple mist and purple lightning came forth from the cursed flute.

''I've grown tired of your cowardly wizard and your antics!'' spoke Lullaby as the mist and the lighting formed a giant purple magic circle in the sky.

''Something's coming out!'' stammered Happy, starting to panic.

The magic circle grew larger and more purple lighting came out. At that time the Flore Army arrived and were starting at the dark spectacle.

''I can no longer hold back; I shall come forth and devour you myself!'' remarked Lullaby; as a bright purple flash consumed the area. When it faded there stood a giant monster made of what looked like wood, it had several spikes protruding from it's back. Its head was what looked like a demon and had three red eyes in a triangle formation. It has two long arms, and two giant legs that look like thick tree trunks. This is the true demon form of Lullaby. '''With that I shall feast on your pitiful souls!'' it boomed, it's voice being heard across for miles.

''That thing is huge!'' stunned Lucy.

''Way to state the obvious Lucy.'' deadpanned Lucy.

''What is that thing?!'' questioned Kageyama in fear. ''Erigor never said anything about a monster!''

''Well, looks like we're in a pickle.'' commented Bob.

''It must've been a demon from the book of Zeref.'' concluded Goldmine.

Everyone inside of the conference hall saw the giant demon, screamed in terror, and ran around like maniacs panicking.

''Why did the flute turn into a monster?'' wondered Lucy.

''That's Lullaby's true form, it's forbidden black magic, Living Magic, Zeref's specialty.'' answered Master Goldmine.

''Living Magic?'' asked Erza in awe.

''Isn't Zeref some ancient wizard?'' inquired Gray.

''Zeref is the most evil wizard the world has ever known, he was very powerful in his day.'' explained Master Bob. ''But in my wildest dreams I would never thought his dark legacy would appear again.''

''Now then.'' Lullaby began gathering everyone's attention. ''Which of these delectable souls shall I dine on first?''

''Delectable huh?'' demanded Natsu seriously. ''Do you think souls are really that tasty?'' he then asked cheerfully.

''How should I know what tastes like!'' reported Gray, with a throbbing in annoyance.

''You're thinking of food at a time like this?!'' Ben asked the Fire Dragon Slayer angrily.

''Natsy, Gray, I need you two to get everyone to a safer place.'' commanded Erza.

''Quit barking orders!'' yelled Natsu, annoyed.

''Yeah, you're not the boss of us!'' agreed Gray.

''Just do it you guys those people need your help.'' Ben told them , pointing towards the panicking people down below the conference hall to prove his point; judging by the glare Erza gave the two rivals, she and Ben had a point. Begrudgingly they helped to get all of the people to safety while the Flore Army arrived and was ready to attack.

''No, giant wooden demon is going to scare off the Flore Army. Charge!'' ordered the leading captain.

''You doubt my power? Then I'll prove it to you!'' exclaimed Lullaby as a purple magic came forth from its mouth followed by a giant yellow beam. The beam traveled to a nearby mountain next to the Flory Army unit, and a giant explosion rang out; blinding light covering the mountain. When the light faded it revealed the whole mountain top was obliterated into a small plain.

''uh captain, are we scared yet?'' asked one soldier, starting to panic due to Lullaby's power.

''You know what to do men.'' answered the captain stoically before panicking. ''RETREAT, RUN FOR YOUR LIVES!'' and the whole until started to run away in panic and fear.

''Oh yeah, well I would like to see you try, bring it on big guy!'' proclaimed Natsu.

''Yeah, it's Hero Time!'' shouted Ben excitedly, as his team minus Lucy and Happy readied themselves for a fight

''You think those four can actually defeated Lullaby on their own?'' inquired Lucy.

''You should go help them!'' suggested Happy.

''Normally I would, but none of my Celestial Spirits aren't available right now, so I'll probably just slow them down.'' uttered Lucy, thinking up that excuse.

''Good excuse.'' teased Happy.

''Don't judge me you stupid cat!'' snapped the blonde haired girl.

Lullaby's eyes started to glow, and a purple magic appeared above it's head as it let out a high pitch, screech, and started to hurt almost everyone's ears.

''It's preparing to attack.'' inputted Erza. ''Ready?''

She received affirmations from the three boys. The three; four it you courted Ben, started to attack.

''Re-quip!'' chanted Erza, as she then re-quipped into her Heaven's Wheel Armor and slashed Lullaby.

Ben activated his Omnitrix, he already selected the icon he was looking for and slammed the dial he was engulfed in a flash of green light and he was replaced by...

''Humungosaur!'' he shouted, he then started to charge towards the towering Lullaby. Growing up to his maximum of sixty feet his body became wider and taller while his hide became thicker, grew stegosaurus-like plates along his back, and spikes grew from this tail. He had a fist cocked back, and started to punch the demon while knocking it back a foot or two.

Gray took a stance with one fist in his hand. ''Ice-Make:Lance!'' he chanted, followed by an icy blue magic circle and came for by several, sharp ice projectiles soaring at the wooden demon piercing it.

Natsu jumped high into the air with a fire accumulating in his right fist. ''Fire Dragon's Iron Fist!'' he chanted as he delivered a wicked punch in the side of Lullaby's horrid face.

Everyone watching the amazing spectacle just stood there in awe, amazed of all the wizards' power.

''He just punched the demon with fire!'' commented one, referring to Natsu.

''I didn't know Ice Magic could do that!'' added another, amazed by Gray's Ice Make Magic.

''The girl can re-quip her armor!'' added another dazed, referring to Erza.

''Not as impressive as that Take-Over wizard using his bare hands!'' exclaimed one, referring to Humungosaur.

''You are making me angry!'' boomed Lullaby as it tried to counter attack by punching Humungosaur with a fist, to its surprise the Vaxasaurian caught it with one hand and was holding it back. That gave the others, minus the people watching the whole ordeal, to keep on their onslaught of attacks.

''Heaven's Wheel:Circle Sword!'' chanted Erza as several swords impaled the wooden demon.

''Ice Make:Lance!'' chanted Gray as more sharp ice lances pierced the wooden demon.

''Fire Dragon's Wing Attack!'' chanted Natsu as he burned some holes into Lullaby.

''Incredible, their combination attacks are powerful!''exclaimed Kageyama in awe.

''And they're in sync.'' stated Lucy.

''Aye!'' chirped Happy.

Lullaby was in the least enraged, how can these puny wizards hurt it?! It was time to play its melody of death! Lullaby prepared to play as he looked to the heavens and a humongous purple magic circle appeared and shrank into its mouth, and it inhaled a giant amount of air.

''That can''t be good!'' cried Lucy in fear.

''Here comes its song!'' shrieked Happy in fear.

As Lullaby prepared to play its song the plants in a mile radius were all starting to wither and die.

''Look the plants are dying!'' screamed the Celestial wizard.

''It's sucking the life out of them!'' added the cat scared.

''Just one note and your souls will be mine!'' boomed Lullaby as it was ready to play it's 'Melody of Death.'

''Uh, oh.'' said Happy terrified, taking corks from seemingly out of nowhere and putting them in his ears.

''Here comes its song!'' yelled Lucy covering her ears, followed by the bystanders doing the same thing. Unbeknownst to them Makarov was doing nothing but grinning, knowing better on what is going to happen.

When Lullaby did start to play...or at least tried to play, no note came from it, as only a soft untuned breeze came forth.

''Huh?!''

''What happened?!'' asked Lucy surprised.

''Nothing happened!'' pointed out Happy shocked as he was taking out the corks out of his ears.

''I don't understand; why cant I play my Melody of Death?!'' shouted Lullaby shocked.

''It must have been all of those attacks.'' deduced Kageyama

''They've punched a lot of holes into it, that it totally messed up its sound.'' realized Lucy. ''All that builds up for this? Talk about going out in a whimper.'' she mocked.

''Yeah, flutes are pretty lame to begin with.'' commented Happy, also mocking Lullaby.

''You dare mock me?! ARRGH!'' boomed Lullaby in anger as it tried to kick Humungosaur, but the dinosaur-like alien punched it in the torso in retaliation. The cursed flute was in a furious rage, as it three eyes began to glow as it fired a beam towards spectating the whole ordeal and Humunogsaur, who stepped back after his wicked punch.

When some of the people thought they were going to toast, Gray jumped in just in time to block off the attack.

''Ice-Make:Shield!'' chanted the blue haired wizard, and a hexagonal flower-like shield made of thick ice sprouted forth shielding Gray and the others from the intense flames that sprouted forth from Lullaby's attacks.

''Woah, that boy's Creation Magic is incredible!'' cheered one onlooker amazed.

''What's Creation Magic?'' Lucy asked Happy.

''It's users of it can give their magic a tangible form; however, there is another type of magic that can destroy it.'' explained Happy.

''I WILL KILL YOU ALL!'' screamed Lullaby in rage before the flames it dished out were being eaten by a certain Dragon Slayer.

After all of the flames were literally eaten by Natsu, well... he was all fired up!

''Now I've got a fire in my belly!'' cheered Natsu, a confident smirk spreading on his face as he was ready for an all out attack.

''You're not human; you're a monster!'' yelled Lullaby, slightly nervous as he tried to punch where Natsu was standing, but the Fire Dragon Slayer dodged by jumping high into the air and landed on Lullaby's fist.

''Like you have room to talk!'' retorted Natsu as he ran up Lullaby's arm and jumped high into the air.

''Re-quip!'' chanted Erza as her armor changed into a black armor, sporting some silver trimming. A distinctive feature of the armor is its pair of wings, which are reminiscent of those of a Dragon or a Bat. Around Erza's neck is a neck guard decorated by several gems, and, while wearing this armor, her long scarlet hair is tied up in a high ponytail, with two bangs framing her face. Her large shoulderpads, each composed of two silver-edged plates one over the other, sport silver crosses on them too, and flanking her hips and reaching down to her very large waistguard , composed of very long, silver-edged plates shaped like feathers and decorated by silver crosses. The waistguard leaves the front of Erza's body exposed, with her groin being covered by a dark indument. The silm gauntlets come equipped with prominet protection for her hands, each sporting silver patterns. The plates guarding her legs are silver-edged on her thighs and knees, but pitch black dark on her metal greaves. This Erza's Black Wing Armor.

''Woah, her armor is lovely.'' said one man as steam came out of his nose.

''It's called Black Wing Armor, and it amplifies the power of her attacks!'' stunned another with a small nosebleed.

''Ice-Make:Saucer!'' chanted Gray as a giant saw blade made of ice formed and was fired, destroying part of Lullaby's torso.

''How about I'm done with an upgrade.'' said Humungosaur.

Humungosaur turned the Omnitrix symbol sideways by 90 degrees and was enveloped from head to toe in Omni-Kix armor. His face, lower jaw, torso, arms, and knees are covered in white and orange-brown plating, his neck is covered in grey and white plating, the inside of his mouth and shoulders are green, and there a mace on the end of his tail with a cylindrical with grey spines running from his neck and back.

''Omni-Kix Humungosaur!'' he shouted.

Omni-Kix Humungosaur swing his tail at Lullaby sending it with a soundwave.

Erza flew up towards Lullaby's head and slashed it leaving giant cuts in the monster.

''Now Natsu!'' yelled Erza

''Alright!'' stated Natsu as he jumped high into the air. ''With the flames of my right hand...'' hot intense flames gathered in Natsu's said hand...and the flames on Natsu's left hand.''...put the two together...'' he put hands together and the flames of both hands combined into a giant fireball.'' and this is what you get..'' the Fire Dragon Slayer lifted the giant fireball above his head. ''FIRE DRAGON'S BRILLIANT FLAME!'' he chanted as he threw the giant fireball directly at Lullaby's head.

Omni-Kix Humungosaur jumped in the air and opened. ''Eat this you wooden freak!'' he cried. He fired a powerful energy beam from his mouth at Lullaby's head both the beam giant fireball hit the demon's head at the same thing. Lullaby was knocked down, and a huge explosion came from it was the area was surrounded in white light, and the a beam of the light struck in the sky, and white particles from the light rained down on the whole area and a huge smoke cloud was in place where the demon form of Lullaby stood.

''Well done.'' said Makarov congratulating them.

''You kids are amazing!'' exclaimed Master Bob in an adoring fashion.

''You kids make defeating Zeref's demon look easy.'' praised Goldmine.

''Alright!'' cheered Lucy.

''I can't believe how strong they are.'' said Kageyama completely stunned. His guild completely underestimated the power of Fairy Tail. ''Wow, are all of the Fairy Tail wizards as powerful as these guys?'' he finally asked, as the some dust settled Gray, Erza, Natsu and Ben waked out of the dust clouds.

''Yup, there's no doubt about it they are the strongest team!'' commented Lucy, both happy and excited.

'''Aye!'' chirped Happy.

''We're an awesome Guild aren't we?'' stated Master Makrarov taking pride in his 'children.'

''Great work you guys!'' praised Lucy, running over to her team.

''Thanks, but it wasn't a big deal.'' replied Natsu.

''Yeah, a piece of cake.'' agreed Gray, before the team began to laugh and congratulate one another.

''I'm beat guys tougher than the Lullaby.'' said Ben with smirk.

''They may be a bunch of fools, but they are a lot stronger than I am.'' responded Kageyama not too far off.

''Young man.'' spoke a voice, putting a hand on the Elsenwald mage. ''We need to get you to a doctor for your precious thing'' Master Bob told him picking Kage up and giving the said wizard a crushing hug, and affectionately rubbing his cheek to the already creeped out shadow wizard with affection.

''AH, I can feel your stubble!'' whined Kage, scarred for life.

''I can't exactly what just happened, but it's obvious that we owe a big round of thanks to Fairy Tail.'' stated Master Goldmine with a smirk.

When the rest of the dust settled behind Fairy Tails's Strongest Team, some of the onlookers paled in shock at something.

''We do?'' asked one plae onlooker at a loss of words.

''Even so I must say...'' said another pointing behind the Ultimate Team.

Erza was the first to notice as the rest of the dust in the surrounding are settled down..

''THEY WENT OVERBOARD!'' finished the rest of the onlookers as seeing a big, gaping hold of where the demon form of Lullaby once stood as well as...

''The conference hall has been destroyed!'' shrieked out Lucy.

''Aye! There are also a few mountain top missing.'' pointed out Happy, and sure enough a few mountains were seemingly no where to be seen.

Makarov was just filled with shock as he seemed to have paled considerably and looked like he died from it as he stood petrified looking at the damage his 'children' he caused.

''Ahh, they do remind me when we were young wizards.'' said Master Bob, thoughtfully, remembering well of him and Team Makarov way back.

''You mean, back in ancient times?' questioned Kageyama as he sweatdropped at Fairy Tail's predicament.

''You know I look just like you when I was younger Kage.''

''HUH?!''

'''We had so much fun in the old days.'' the Blue Pegasus Guild Master reminiscing as he took a photo out of his pocket. ''We were mischievous kids, so the council was angry at us for one reason or another.'' Master Bob then showed the picture to a surprised Kageyama as the photo revealed much younger Goldmine; a young black haired man in a stylish aubergine suit; a short young man in yellow spiky hair who was a teenage Makarov; a tail, tanned white man; another short brown haired man who was tall as the young Makarov in the picture; an averge height, pink haired girl; and another red haired teenage next to her. The picture was taken in the year 736.

''See that stud in the aborgine suit, that's me.'' pointed out Master Bob.

''You've gotta be kidding me!'' exclaimed kageyama surprised, seeing the young version of Bob really did have a resemblance to himself.

''I wasn't lying when I said I looked like just you.''

''I'm gonna be bald and fat?!'' Kageyama questioned himself petrified.

''So what do you think? Now that you have seen what's like in a legitmate magical guild?'' inquired Master Goldmine.

''They're much more fun than the Dark Guilds.'' ensured Master Bob.

Kage just stood, still petrified that Master Bob, out of all people, looked similar to him when the creepy fat man was younger.

''You guys, trying to catch somebody, I'll do it for ya!'' Natsu offered to the outraged people.

''You guys are the one we're after!'' yelled one of the angry mob, referring to the Fairy Tail wizards and superhero.

''Oh, yeah right!'' shouted Natsu, before he and his master and teammates, with Erza carrying a still petrified Makarov, knew it was right time to run for it.

''Man, this is crazy!'' yelled Ben.


Somewhere Else...

Miles away from Magnolia was a large mountain surrounded by a large forest. There were so many trees so many trees that the ground beneath was dark. Inside the mountain was a castle-like building. In an opening in the mountain was a large door, with designs of skulls and screaming skeletons. On the door were black colored words that said 'Dark Howl'. Dark Howl is another Dark Guild.

Inside there was a large room, with a long table that filled it. There were five chairs with different wizards on them, the fifth one at the end of the table. This was part of the wizards that were part of Dark Howl. At the end of the desk was a large man. He wore a set of rusted black armor. The armor was full of spikes. On the chestplate was the design of a screaming skull. There was a long black cape strapped on the armor. The man wearing it had a white beard, and wore a red eye-patch that was covered on his left eye. This man was no other than Quintus Krauss, the Master of Dark Howl.

On the other chairs was a man in a dark suit with a black tie. He had a long white beard and was bald. His face wrinkled and he had dark bags under his eyes which were black. This was Xeeno a Black Magic wizard. Next to him was a man with long black hair, and red eyes. He wore what looked like a black and red ninja outfit. He name was Ozem his magic was Devil Speed Magic. There was Nocturna Crowe, the Shadow Devil Slayer. Archer Crypt, who had mastery of Second Movement Magic. This was the Deadly Four of Dark Howl. They all possessed either Lost Magic or Forbidden Magic. At that moment they were all discussing a new Take-Over wizard at Fairy Tail Ben Tennyson.

''So Ben Tennyson has arrived in Earth Land?'' asked Nocturna. She had long black hair and wore a black sleeveless shirt with a skull on it, she also had black pants and black leather boots. Her Guild Mark was on her left shoulder which it had a wolf howling at a moon.

''Yes, and he has joined Fairy Tail.'' answered Xeero.

''And I'm just heard that defeated Erigor along with Natsu Dragneel.'' said Ozem.

''That's just great.'' replied Archer who wore a dark cloak that covered all his features. ''Why didn't I go instead though?'' he asked.

Master Quintus spoke. ''Even if I had, only two members possess Take Over magic. Ben Tennyson's transformations have no magic in them. And even if you coped with all other members' magic, they are still weaker than the originals.''

''So what do you do now?'' asked Ozem.

''I need you to get the scroll from Fairy Tail, Ozen.'' commanded the Master of Dark Guild.

''As you wish, Master.'' replied the Devil Speed wizard in a light he was gone.

''So what is the part of the plan?'' inquired Xeeno.

''Nocturna tell the Dragon 4 to test Ben Tennyson's transformations.'' commanded Master Quintus.

''Of course Master.'' nodded the Shadow Devil Slayer.

''Soon.'' stated Master Quintus. ''We just need the scroll and wait to get news from our spy in the Magic Council. Soon our Master will be freed again. And we need Ben Tennyson to do it. He has the power apart from his watch that he still does not know about. But it is there, and we need it to free our Master. When he returns he will claim what is rightfully his, and we will stand next to him. And as for Fairy Tail, that pesky Guild will be nothing but ashes.''


A/N:Well that is for the Elsenwald arc readers I hoped you guys enjoyed it and liked it. I was going to bring Ultimate Terraspin but I've decided not to anyway. But I bring Omni-Kix Humungosaur instead.

I've got Dark Howl from An Alien in Fairy Tail on Wattpad by Overdrive248X and bring them into the story as the OG Dark Guild and there also a team of four Dragon Slayers.

In the next chapter the team will go through a desert village like in the events of Episode 9 of the anime.

Anyway that is it for now see you guys in the next chapter bye for now.