Ultimate Fairy

Chapter 56: Edolas
Part II

Last time on Ultimate Fairy…

Wendy was taking in the sights of Edolas as being on top of a dragon gave them a great eye view of the land "Ben-I mean Laserscale stop!" she said as Laserscale stopped and was hovering in place.

"What is it, Wendy?" Laserscale asked as he hovered looking for threats.

"It's the guild!" Wendy said pointing to a familiar emblem on a giant tree.

Everyone saw it and Laserscale landed nearby.

'So this is Edolas' Fairy Tail.' Laserscale thought as he wondered what the doppelgangers of his friends would be like, his friends didn't seem to have the same information as he, Gajeel, and Wendy had, but he felt they'd learn soon "I'll stay outside." he said as it went unsaid he didn't look human and didn't want to cause a panic, he transformed back into his anodite form guessing it was his default form.

Ben stood a good few feet away from the tree building and then he felt something pointy pressing into his back "Can I assume you're a part of Fairy Tail?" he asked the person holding the sword

"Yeah, so why don't you start off by telling me who you are amigo and we can see if I should turn you into mince meat monster man." the man behind Ben said.

'Spanish?' Ben thought when he heard the word 'amigo' never hearing anyone in Earthland speaking any other language than English "I know this may sound weird, but I'm a member of Fairy Tail too." he said showing his left arm where his guild symbol glowed like his hair.

"I wasn't aware my guild allowed monsters, what even are you?" the person asked "Wait are you and EVO?" he asked in curiosity.

"EVO, wait a second…Rex?" Ben asked slowly turning around and saw his old friend Rex Salazar.

"Ben?" Rex asked seeing the familiar hourglass symbol on his chest.

Both dimensional heroes looked at each other shocked to be reunited again, especially under the circumstances they were currently under especially being in another dimension that was different than their own.

"Bud I never thought I'd see you again how are you here!" Rex said in excitement as they both sat nearby the tree guild of Edolas' Fairy Tail.

Ben chuckled as he began to tell Rex his story to his friend about how he arrived in Earthland and how he joined Fairy Tail and some of the events that lead to him being here.

"Man things are messed up here." Rex said as he heard all about the Anima "Listen bro if you need help I'm there." he said as after what happened with Alpha, Ben was his friend plain and simple, he fought with him to defend his world, and that went a long way with him.

"Yeah man if it's not any trouble." Ben said as it be fun working with his friend again "How is Six?" he asked curiously wondering how his friend was doing.

"He survived thanks for asking." Rex said smiling a bit at the mention of Six "So what's the deal with this purple glow thing?" he asked seeing his friend in this form was a bit weird.

"I'm kinda stuck as this for the moment, my Omnitrix saw I had new DNA added to my human form and is trying to adjust or fix it." Ben said to him as he was getting a little stir-crazy being stuck as this.

Rex put on his goggles and activated some features in it and saw Ben's energy on a different wave length "Dude you have this big hole near your stomach." he said seeing it was behind him as well.

Ben placed his hand on his scar.

Rex noticed the way Ben placed his hand on himself "Wanna talk about it, I can lend an ear." he said raising his shirt to show his own scar on his lower right side.

Ben's eyes widened seeing the scar look similar to his, but it looked like something also was tearing it before it healed, he began to explain to Rex feeling comfortable talking to him and told him about the event that lead to his scar.

"I'm sorry man that bites." Rex said as there were probably better ways to say it, but none came to mind "Let me tell you how I got this." he said explaining to Ben how he cured his world of EVOs "After things began to settle, a villain I told you about Van Kleiss, he tried to put things back the way they were." he said to him.

"Are you kidding me, he's back!" Rex said as he was in the Providence briefing room.

"Yes Rex Van Kleiss is back and has been currently sighted in his old stomping grounds." White Knight said to him from his monitor "We've kept it monitered even after you and Caesar cleared out all the technology there." he said in annoyance.

Rex rolled his eyes at that as everyone below the Consortium were ticked about him destroying or salvaging the tech and notes no longer hidden or protected under Abysus "Fine, I'll get the team in on it." he said walking away.

"No this is too important to leave it up to a group of rag-tag teen-" Knight was saying till Rex touched a wall and disconnected his feed.

"You should've done that years ago." Bobo said to him as he chuckled at Knight being put on hold.

"Where is Six?" Rex asked curiously not seeing his green suit wearing partner.

"On a routine mission up North, he should meet up with us in about an hour chief." Bobo said to him as they made it down to the elevator and rode it "We're still going aren't we." he said knowing Rex wouldn't sit by waiting for Van Kleiss to do whatever world-ending scenario he was attempting.

"Yep right after we get the others." Rex said as they made it to one of Providences hand to hand combat areas and ducked as someone was sent flying "Hey Cricket, hey Tuck." he said seeing Cricket had kicked Tuck in a sparring match.

"Hey bud." Tuck said in slight pain as even after being cured Cricket still had powerful kicks.

"How many times do I have to say it's Kristen!" Cricket said as she went back to her human name as Skwydd went back to Walter

Rex laughed a little "So Walt what's the current score?" he asked him curiously as Kristen was excelling in hand to hand combat even fighting with Six on occasion.

"Kristen a hundred and twelve." Walter said as he had a tablet with so many marks on it "Us nada." he said as their space was blank.

"C'mon you guys have potential all you need to do is push yourselves." Kristen said to them encouragingly.

"Sorry Kristen after fighting you I don't see that happening." Rex said as he was good in a basic fight, but against her he stood no chance.

"That's because you can't handle former EVO women Rex." an amused voice said coming out the ladies room, she wore standard Providence uniform, her hair was black with blue ends "How does the new hair look?" she asked off handedly.

"Awesome Circe." Rex said to his girlfriend "As fun as this has been, we got a mission Van Kleiss is back." he said seeing them tense.

"The guy who made Quarry into rubble?" Tuck asked as he got up.

"Also the man who used me." Circe said having a look of hate in her eyes.

"He's been spotted in Abysus, so I…took it upon myself to appoint our team to the mission given White Knight's current indispose status." Rex said as the others smiled.

"You disconnected all his systems from his office again didn't you?" Circe asked him not needing an answer.

"Yep now let's go." Rex said as they went to the hangar and saw security there "c'mon thrill me." he said as the guards saw his hands light up with circuitry designs and they stood down.

"Wimps." Walter said as they walked by them and to their ship, it was theirs because they all had tagged it in their own special way with paint, the engines had Rex's circuitry designs, Kristen put some Japanese kanji on it some markings meaning family and friendship and strength, Walter added their EVO forms to the ships door and floor so people knew it was theirs, Tuck added flame designs and messed with the weapons system with Bobo, and Circe added red and purple slash like marks under the ship.

Rex made his power suit appear and they all boarded the ship.

Tuck went to the controls as he was the designated pilot.

"So what does Van Kleiss want I thought you and your brother cleaned that place out?" Walter asked wondering what could've been there.

"This is Van Kleiss there are probably some hidden rooms or something like that in the castle." Circe said as there were many she knew about and many Van Kleiss never told the pack about.

"Rex you there?" a voice said over the comms.

Rex smiled recognizing the voice "Kenwyn?" he asked over the line.

"Hey Rex listen, White Knight just ordered Calan to take the keep and go after you and your team." Kenwyn said to him as she heard him laugh "Please be careful." she said to him knowing he was almost always never not.

"Thanks for the update, we'll be fine." Rex said to her.

"Fine, when has a mission ever been fine for us?" Bobo asked as almost always something went off the rails.

Rex rolled his eyes at Bobo's comment.

"Rex are you there!?" Caesar said over the comms "Listen to me Van Kleiss has stolen containers of deactivated and unstable nanites and has stolen the base parts for a nanite reactor it won't be large, but powerful enough to infuse Abysus with nanites and make it similar to before!" he said in urgency.

"Rex don't take this personally, but I really hate it when your brother calls." Walter said as they all heard what he said.

"Why do you think I avoid him." Bobo said as that Salazar brother often had questionable judgment.

"You guys still up for the ride?" Rex asked them seriously "You all have been cured for a while and this may reactivate your nanites." he said as if Van Kleiss let this go off they could return to what they were or even worse.

"You have always been there for us bro, we're with you till the end." Tuck said to him.

"This doesn't just affect you Rex, this affects all of us." Kristen said as if Van Kleiss had his way another nanite epidemic would occur.

"Wait…we can leave?" Walter asked jokingly as Circe slapped him in the back of his head.

"We know the risks Rex we're with you." Circe said as they all nodded.

Rex smiled as he felt the ship begin to descend.

"We're here." Bobo said as the ship door opened.

"Van Kleiss can't make the plants here attack us right?" Walter asked as he looked at the ground in wonder.

"Van Kleiss doesn't have the same connection to Abysus as he once did and even then he could only do that when there were nanites here." Circe said as after Rex brought him back and cured him he lost a lot of his control over the soil he prided himself in.

That put the team at ease as the strolled up to the castle admiring the new holes.

"Rex are you there?" an elderly voice said over the line.

"Dr Rylander?" Rex said in confusion wondering why he called.

"Good to hear from you my boy, but no time new information Van Kleiss stole schematics from Ceasar we don't know what he has stolen but it could be bad, also you have incoming." Rylander said to him.

Rex didn't need to be told as he heard the familiar sound of something scratching the ground and made his Smack Hands "Biowulf." he said seeing the EVO "Back to being Van Kleiss' lackey huh." he said tauntingly.

Biowulf growled "You left me no choice when you brought us to extinction!" he said to him raising his claw only to cover himself as he was shot at.

"Extinction?" Rex asked him "I made everyone normal again, not everyone wants to stay and EVO!" he said punching him in the face.

"I want to stay an EVO and so did many others!" Biowulf growled out.

"You guys go, I'll take care of Bio-puppy." Kristen said pulling out some familiar foldable blades "Six taught me a few things think you can take me?" she asked the wolf EVO.

Biowulf charged at her in response.

"Go, I'll take care of this guy." Kristen said as she held her own "We don't have a choice if we're at ground zero when Van Kleiss sets this thing off best case we EVO, worst case we fry, now go!" she said seeing the protest on their faces.

"She's right we need to go now!" Circe said as they began running ahead.

They made it to the garden as its path was the only one that seemed to have been moved.

Circe looked at some stone statues still remaining "I always hated this place." she said feeling on edge.

"I kinda wondered how you stayed with this here." Rex said as Van Kleiss purposely absorbed the nanites of people and let them stay here.

"As much as I'd love to have a conversation about this horror show, I think I found something." Tuck said as he found a staircase near a statue.

"Sliding statue, how cliche can one man be?" Rex asked as they approached it only to dodge familiar lime like crystals "Skalamander." he said seeing the giant lizard.

"We got this guy Rex don't waste time!" Walter said as he and Tuck started to fire at Skalamander.

Rex hated it but knew he was right "You got my back?" he asked Circe.

"Any time." Circe said taking out her pistols.

They sent one last look to their friends and went down the stairs.

"We need to raze this place to the ground when we're finished and I mean sterilize it Bleach Protocal style." Rex said as he was done with this place as it was the home of his nemesis, where the nanite event happened, and where his parents died, it needed to go.

"You don't need to convince me." Circe said as she held a similar hate for this place.

They made it down to a lab matching Dr Rylander's when Rex first met him.

"It's active." Rex said seeing the core online.

"Yes Rex it is." Van Kleiss said making his presence known "And once it reaches critical mass, Abysus will return to it's proper place." he said happily "Don't even try it Rex I borrowed a trick from Rylander, when you touch the cable or console and try to deactivate the reactor it'll go off prematurely." he said seeing Rex reach for a cable.

Rex glared at him not sure if he was bluffing or not "Why come back, you have no army and Providence is already on the way?" he asked him wondering what the endgame was.

"The nanites I stole were very useful in my endeavor, you see I kidnapped that fool Weaver and had him reactivate the deactivated nanites and put my own nanites in the reactor everything in Abysus will be part of me!" Van Kleiss said to him.

Rex heard that and wondered if that was even possible 'I deactivated all his explosives in Providence.' he thought wondering if Van Kleiss could reach out with his nanites and the reactor.

"Any ideas?" Circe asked as they didn't have a lot of options.

"Yeah, I doubt he rigged the reactor itself." Rex said as all he needed was to touch it.

"You make it sound like I'd let you." Van Kleiss said as his gauntlet had the needles in the fingers extend.

Rex built his Funchuks and got up close and personal with Van Kleiss "I swear you keep losing and keep coming back, you're like a cockroach." he said in annoyance.

"The same can be said of you Rex, never knowing when to quit!" Van Kleiss said angrily.

Rex made his Bad Axes and began to spin cutting into Van Kleiss and his gauntlet "I get it from my parents." he said before making his Punk Busters and kicking him square in the chest "Now stay down." he said running to the reactor and pressed his hands on it "Whoa this thing has a lot of nanites." he said as his hands glowed bright blue.

"Can you handle it?" Circe asked hearing about Rex overloading in the past.

"No idea." Rex said groaning slightly as there was a lot.

Circe saw the machine's light slowly die but also saw the exhaustion Rex seemed to have 'How much did he put in there?' she thought as if Rex was feeling drained it was because this thing had too much in it.

"Almost there-Circe move!" Rex said looking back at Circe.

Circe saw Van Kleiss raise his gauntlet and looked ready to stab Rex, but Circe got between them and shielded him, but it was all in vain as his needles went through her right side and hit Rex's as well.

"My my Circe I never expected to see this level of loyalty from you, impressive, but you are irrelevant." Van Kleiss said as he grabbed her collar and pulled her away not pulling out of Rex.

Rex gritted his teeth and felt tears streaming down his face as he heard Circe scream and the sick sound of her and his flesh ripping and heard Van Kleiss send her crashing into a nearby wall.

"Now for-" Van Kleiss was saying till Rex made his Big Fat Sword cutting the hand to his gauntlet.

Rex made his Punk Busters again and began smashing into Van Kleiss in a blind rage, his blood loss soon catching up to him making him black out.

"After I woke up Six brought me to see Circe, she died and I was a wreck after." Rex said to Ben.

Both sat there in silence after that reveal of information.

"How'd you end up here?" Ben asked changing the subject.

"A girl named Breach freed Van Kleiss, I made it there in time, but followed her through her portal to here." Rex said as he wasn't gonna allow Van Kleiss to roam free ever again.

"This place doesn't seem to have advanced tech." Ben said to him.

"It's not, but when I made it through I stole this from Van Kleiss and Breach portalled away." Rex said tossing Ben a small cellphone like device.

Ben looked it over and activated it he saw many files in it

"It belongs to my brother." Rex said as all the files were his.

Ben combed through it quickly having looked through Plumber files more than once "This right here, this file has a time stamp on it and it's the most recent." he said seeing something odd that caught his eye "I think I know what Van Kleiss wants." he said to him.

Rex looked at him closely.

"This is written in Greek and it's the alphabet it means-Alpha and Omega." Ben was saying till Rex read it himself.

"Ugh how did I not see it!" Rex said angrily.

"This just got more complicated Rex if Van Kleiss makes a new Alpha or a new Omega we're screwed." Ben said as it took the both of them to take on Alpha Omega.

Rex nodded as that'd be a bad thing, especially in Van Kleiss' hands.

They were interrupted when they saw Gajeel and Erza come out.

"What happened to you?" Ben asked seeing them look confused.

"I'm apparently known as 'The Fairy Hunter'." Erza said as it was a bit frightening to see her guild mates look at her with such disdain.

"And apparently I am a reporter here." Gajeel said as he met Edolas Juvia and she was apparently a source of info for him and an informant.

"Honestly it makes sense in a way." Ben said to them getting odd looks "Gajeel is a curious guy and he often looks for information." he said as Gajeel conceded to that point "Erza you are a knight, to work for the military or you having a more knightly sense here or hell maybe it's because you want to keep order." he said as there were many factors that could lead this version of Erza to be a knight.

Erza lowered her head as this Fairy Tail was a dark guild for her counter part to hunt it down did in fact seem like something she would've done never having been a member.

Gajeel looked at the guy near Ben "Who is this?" he asked getting a weird smell from him that made him hungry.

"Name's Rex, me and Ben go way back." Rex said to them seeing the surprise they had.

"You're from his world?" Erza asked him in surprise curious too how this came to be that he ended up here.

"Not exactly we're more like neighbors." Rex said jokingly "Also nice to meet you under better circumstances." he said having met her counterpart.

Erza nodded very thankful for the non-hostility.

They were interrupted when they heard a roar and saw a beast in the distance approach.

"Looks like it's hero time!" Ben said as he slammed the Omnitrix and became Laserscale.

Rex looked at the new form in awe "You can become a dragon, awesome!" he said as he and Erza climbed aboard.

Erza looked at the dragon and saw…herself 'Erza Knightwalker.' she thought seeing her counterpart seeing her look like she was wearing a modified version of what looked like her Black Wing armor, minus the wings.

"Erza I think you should hang back." Laserscale said to her getting a surprised look from his girlfriend "Erza she has magic and you don't." he said seeing her try to think of an argument, but in the end she conceded "Rex think you can take her while I handle whatever that thing is she's riding?" he asked his friend.

"Yeah!" Rex said making his B.F.S. as Laserscale charged the beast slaming into it, he clashed with Knightwalker "Didn't you get your ass handed to you last time!" he said as he clashed with her.

"Insolent whelp you'll pay for defying the kingdom!" Knightwalker said angrily then noticed the beast he rode "Is this…A DRAGON!?" she said in shock seeing what the colossal beast was

"Yep!" Rex said activating his sword's chainsaw function making her back away.

Knightwalker hated this man and his defiance as it was completely irritating, but then her eyes landed on someone else aboard the dragon and she looked exactly like her 'Is that…me?' she thought soon seeing a Fairy Tail guild mark on her armor breastplate 'She is from Earthland.' she thought in realization unable to believe her counterpart was part of the guild she was hunting.

"Guys the guild is about to teleport, get here now!" Gajeel shouted from the guild doors.

"Go Ben I can take her." Rex said making his Boogie Pack keeping his sword up.

Laserscale felt that was a hard choice having fought his Erza and if this woman was comparable to her that seemed like a bad idea "Erza I'm sorry." he said as the scarlet knight looked at him in confusion as he wrapped his tail around her.

"Ben what are you-Gajeel catch!" Erza was saying till Laserscale cut her off as he tossed her at Gajeel.

Gajeel caught her and not a moment sooner the guild hall had vanished.

Laserscale knew, the moment he found Erza, she would strike him in the back of the head very very hard "Stay down!" he shouted striking the creature hard making it crash.

Before Laserscale could go to assist Rex his wing was slashed and he was attacked on his side very hard.

"Great the lackeys are here." Rex said seeing the familiar faces of Biowulf and Skalamander, he landed nearby "Where's Van Kleiss." he said glaring at them as he had been looking for the man since he had escaped him upon arrival here.

"Like we'd tell-" Skalamander was saying before Rex fired at him with his Slam Cannon.

"Ben you alright?" Rex asked Laserscale seeing him bleed a bit.

"I'll be fine." Laserscale said as he flexed his wing seeing it would heal later and was still flightworthy "Time to switch things up." he said slamming the dial.

Rex shielded his eyes on instinct and soon saw what Ben turned into "Dude and here I thought my world had some ugly things what even is that?" he asked seeing Ben had turned into a white creature with black claws and feet, his face being purple with green eyes on the purple part of his face having two horn-like protrusions coming out the side of his head, and finally he had what seemed like a gray collar that covered the top part of his chest and shoulders and had four green eyes on his chest.

Ben examined himself "I am a Highbreed, these are aliens from my world and I saved them from sterility by altering their DNA to something else entirely." he said to him.

"So what, some sorta new breed?" Rex asked curiously looking at the that was well over ten feet tall.

Ben seemed intrigued by that "Newbreed huh, not a bad name man." he said as he thought of some things the Highbreed did "Who do you want to take?" he asked Rex as Biowulf and Skalamander.

"Me and Biowhelp have some history, you can take gecko boy." Rex said as he and Biowulf clashed a lot even before he rejoined Van Kleiss.

"I've been waiting a long time to have your blood on my claws." Biowulf said as they charged each other.

Skalamander eyed Newbreed and smelt him getting the scent of frozen seafood "What are you?" he asked seeing it go from a Dragon to this.

"I'm the guy who's gonna make you into a wallet." Newbreed said raising his claw and fired his nails rapidly at Skalamander who then returned fire with his crystals "Time to up the stakes." he said as the folds on his body opened up revealing wings and a stomach of tentacles "You feeling lucky, lizard?" he asked mockingly as he flew at him getting in an all-out fist fight.

Rex was having a blast beating Biowolf "Wanna know something Biowulf, I never tried to cure you, kinda funny if you think about it maybe you're curable." he said seeing the wolf man's stoic face seemingly become frightened as Rex reached out to him.

"Rex get down!" Newbreed shouted.

Rex's eyes widen as he ducked and rolled as he saw Knightwalker tried to stab him from where he previously was "Hate it when my fights get interrupted." he said to her "Ever hear the saying mano a mano chikita." he said giving Knightwalker the stink eye.

Knightwalker just glared assuming whatever 'Chikita' meant was an insult.

"We need to go Rex." Newbreed said as he saw another beast similar to the one Knightwalker rode in the distance "For the record we won." he said to the enemies they beat and flew up.

"What he said." Rex said following behind Ben "Do you know where you're even going?" he asked as the guild was gone to who knows where.

"I do actually, my girlfriend, Wendy, and Gajeel have Plumber badges and I can track them." Newbreed said to him as he gave one to Erza so she could always be in contact with him, Gajeel for convenience, and Wendy to always know where she was in situations such as this.

"So hey is it weird that we're fighting a copy of your girlfriend?" Rex asked as he remembered a certain shapeshifter from his past.

"No, believe it or not I have fought a copy of my old girlfriend or someone pretending to be her at least." Newbreed said as that was an odd day "Hell I fought an army of me." he said as fighting himself was really weird.

Rex just laughed "We live crazy lives." he said with Newbreed soon joining in.

Knightwalker returned to the castle with Biowulf, Skalamander, and Sugarboy in tow "I appreciate your arrival Sugarboy, but we had the situation handled." she said to him.

Sugarboy just kept his smile and chuckled "You and the animals didn't seem to be doing very well from what I saw, Rex certainly shows he can best you again Knightwalker." he said as Rex has battled Knightwalker in combat and was able to walk away which was not an easy feat.

"It's because she has no patience." Biowulf said as Knightwalker often lost her temper with Rex, something not even he could say he didn't do with Rex.

"I'd be careful before she turns that anger on you guys." a man with black hair and a white streak said at the gate.

"Greetings Hughes." Sugarboy said to his comrade and fellow Army Captain.

They all proceeded to walk to the castle chambers.

"So that lacrima is made of thousands of Earthlander?" Skalamander asked looking at the crystal in disgust as he was brutal and didn't like people not of his own kind, but this was too much for even him.

"Yes, and it is enough to fuel our kingdom for a decade." Knightwalker said showing no signs of sympathy or remorse.

"You should look to that boy, he's overflowing with the same kind of energy as those crystals." Biowulf said to them "And it's not because he is from Earthland." he said seeing their curious gazes.

"What do you mean Biowulf?" a masculine voice asked from down the hall the owner of said voice was a very large muscular cat man wearing heavy knightly armor.

"I was tracking Rex before this one showed up Pantherlily." Biowulf said as he pointed to Knightwalker "This boy is apparently an old friend of Rex's." he said having heard what they discussed as he believed information was a strong and useful resource for battle.

Despite their nature as dog and cat Biowulf and Pantherlily got along as they had similar senses in justice.

"Oh Biowulf?" a familiar eccentric-sounding voice asked approaching them "And who is this old friend of Rex's?" he asked approaching them.

"Someone by the name Ben Tennyson, Master." Biowulf said as he bowed his head to Van Kleiss.

Van Kleiss did not recognize the name, but any friend of Rex's that put up a fight was not a good thing in his mind.

"We shall discuss the topic with his majesty Saint Van Kleiss." Knightwalker said to him as they walked to the King's throne room.

Van Kleiss smiled when he heard the name 'Saint Van Kleiss' as after he found out the hierarchy of this world he immediately went for the top in order to put himself in a seat of power, he began giving the king things that didn't require magic and gave him some small technological marvels starting with electricity which slightly took the strain off of using magic, he was given the title 'saint' for his generous contributions by the king.

They all proceeded to the king's throne room seeing King Faust being told by Coco about how long it would take to process the lacrima crystal.

"Saint Van Kleiss a pleasure as always." Faust said greeting the man.

"The pleasure is all mine your majesty." Van Kleiss said to the king "It seems the Fairy Tail guild has grown in numbers." he said as Biowulf and Knightwalker stepped forward and gave their report of their earlier battle.

Faust listened closely as he knew of Rex as the boy could use abilities that were like magic yet he used none in doing so, such a thing was very desired in this world "There is another like Rex?" he asked as hearing a about Ben Tennyson a friend of Rex's made him curious.

"No, my liege, the boy seems to be overflowing with magic power." Van Kleiss said as he was thankful Biowulf's eyes worked on so many frequencies and to hear a boy was generating power like the crystal was very useful.

"How much longer do we have to play kiss-up master?" Skalamander asked in Van Kleiss' section of the castle his own private lab.

"Not much longer Skalamander, now where is Breach?" Van Kleiss asked wondering if she was back yet.

"She has yet to return sir." Biowulf said as there was no possible way to contact or follow Breach on most occasions.

"She had better find it, it's imperative that we do." Van Kleiss said to him "With Rex stealing the schematics of the Omega and Alpha nanites, I had to fall back on old failures." he said looking at a tube with a small yellow glowing light "My imperfect Omega nanite is not beyond repair." he said as while Rex stole the digital schematics, he still had the ones he originally stole and was not foolish enough to make a hard copy of the missing piece Rex had tampered with "How goes the other project?" he asked Biowulf curious to his progress.

Biowulf held up a small lacrima crystal and gave it to Van Kleiss "Security was lousy." he said as he didn't steal it as the guards just gave it to him as he said it was for Van Kleiss' research, but he still noted he could've just taken it himself.

"With this not only will I be able to fix my Omega nanite I will improve upon it, it shall be superior to Rex's." Van Kleiss said as with the Meta-nanites no longer active the Omega was his only chance for true power "The power of nature and magic will make me whole again." he said with a maniacal laugh.

"Ow!" Newbreed said as Erza was punching him repeatedly.

"You threw me!" Erza said punching him between each word.

Newbreed was thankful his face could not show expression as he was chuckling "So where's Gajeel?" he asked them.

"Metal face took off after we got here." Natsu said in annoyance.

Newbreed transformed back to Ben's current anodite form and asked Erza for her badge and activated the holomap.

"So Rex what's the deal with that guy?" Lucy Ashley asked her friend.

"He's like me." Rex said as that was enough said to Lucy as she knew a lot about his past from what he told her since he arrived here.

They all began walking to the closest city.

"Can't you both fly us?" Ashley asked Ben and Rex curiously.

"I become a huge dragon, who wouldn't that attract." Ben said as there was no possible way no one wouldn't see it as Natsu and his group upon arrival had met many in the area they arrived upon and they reported Happy and Carla.

"And last I checked I'm the most wanted member of Fairy Tail." Rex said as there wasn't a person who didn't know his face in the kingdom.

"Hey, Ben can I ask something?" Wendy asked getting his attention "While we were inside, I met…me, and she was older than I am, do you know why?" she asked thinking he may know.

Ben thought for a moment as everyone seemed the same age here from what he saw of Mystogan, Knightwalker, and Ashley everyone was an exact double of their counterpart "Can't say for sure Wendy I mean there could be things in our world or this world that may change physical development or hell WHEN we're born." he said as that was his best guess "It makes you pretty special actually." he said to her.

"I'm special cause I'm smaller?" Wendy asked not seeing that as a big thing.

"It shows you are not the same as your counterpart, you are truly your own person in this mirror effect situation." Ben said as Wendy was basically an anomaly.

Wendy smiled at that as it gave her a greater sense of individuality knowing that she was her own person even in a place where there was another 'her'.

"How old was she anyway?" Ben asked wondering how big the age gap was.

"She's nineteen." Carla said as she asked Wendy of Edolas as she wore to little clothing in her opinion.

'That's a big age gap.' Ben thought assuming it wasn't that large of a gap thinking one, two, or even three years.

"Ashley may I ask more about…me?" Erza asked as it was still on talking about herself that wasn't herself.

"You're the most feared person to the guild and even in the army." Ashley said as no one wasn't afraid of the 'Fairy Hunter' "You or her or whatever." she said as it was hard to say it properly when you were talking to someone about them when they weren't that person "She's cruel and vile, she killed our master." she said as the group from Earthland all stopped.

Erza felt her blood run cold hearing she was had…killed the master of Fairy Tail, those words made no sense to her and horrified her.

Ben was also silent as this was bad in his opinion as if Erza Knightwalker was capable of murder than she was a more dangerous enemy than they could of imagined as she didn't play by the same rules Erza Scarlet did.

The group just kept walking in silence unable to say anything else.

"Me and Ben will stay outside of town." Rex said as they closed in on the nearest town and given he was the most wanted and Ben didn't look remotely human they'd attract more attention.

Erza walked over to him "Please be safe." she said as she felt weak not having magic and being unable to help him if the need arose 'He took me out of that fight because I was unable to do anything.' she thought as she just had a sword at her side and with no magic like her counterpart the odds were very stacked against her.

Ben nodded seeing the group go into the city.

"Sucks we're on back up." Rex said as he hated hiding or being away from the front lines.

"I wish we had some ID masks." Ben said getting Rex's attention.

"What are those?" Rex asked wondering what they were.

"They basically hologram your body and can even make you seem like another species, but they are holograms." Ben said to him explaining the general idea.

"Can any of your forms make one if you need parts I can assist." Rex said as when his machines broke they left their parts behind.

Ben looked at the Omnitrix on his chest 'I have five forms available, this one, Laserscale, Newbreed, and Cherub, so who is the fith.' he thought slamming down on the Omnitrix, turing into a familiar spectur "Ghostfreak, when was his DNA altered?" he asked in thought 'Damn it that's right Azmuth has been trying to correct that flaw from the original Omnitrix.' he thought as while Zs'Skayr was originally part of the Omnitrix Azmuth had worked constantly to sever that link and so the Ectonurite DNA he used would no longer be Zs'Skayr's.

"You can turn into a ghost?" Rex asked seeing him float and while looking ghostly not all that scary.

"Yeah and I may have an idea, remember when I entered your body as Upgrade?" Ghostfreak asked him getting a nod "Well this will be like that, but much more invasive." he said as he entered Rex's body.

Rex felt Ben enter him like before, but it felt more like he was inside him rather than around him.

'Rex listen closely cause this is gonna sting.' Ghostfreak said from inside Rex's mind.

"What's gonna sting?" Rex asked feeling some irritation from his eyes.

'I altered your eye color to green and you have white hair.' Ghostfreak said as there were minimal changes he could do when possessing someone 'It'll be like last time.' he said letting Rex be in control since this was his body

"Cool so no one in town should recognize me, where should we go?" Rex asked him.

Ghostfreak thought for a moment 'Gajeel should have some info by now.' he said to Rex as he had to agree as he knew the Gajeel of this world as well.

Ghostfreak-Rex was walking around town and spotted Gajeel and caught up with him.

"So you have nothing." Rex said for him and Ben.

"It's not my fault the chump who is me here uses my face to be seen by everyone." Gajeel said as that was a flaw he didn't share with his Edolas doppleganger as he was more secretive and barely showed his face, but everyone here seemed to know it "Also I ran into Lucy, she dropped this." he said as he saw her in the distance earlier and saw she dropped something and to his surprise they were X-pills.

"Ben says hold onto them and if you see the others give it to them." Rex said as he was glad Ghostfreak wasn't just taking control, but he felt slightly downcast being the middle man of conversation.

Gajeel nodded as they were probably better with him anyway "I'll try and keep in contact, but I need to dig up some more info and literally find myself." he said to him or rather them "Also stay indoors tonight, I overheard a guard say they have a ship coming in to a nearby town tomorrow, if you can commandere it we can be at the capital in no time at all." he said to them as being out in the open was not a good idea.

'Mind if I take over?' Ghostfreak asked Rex getting approval "It might be worth the risk we're in a race against time since the capital is three days away and by then the crystal lacrima of Magnolia may be processed." he said through Rex.

Gajeel couldn't deny that, as with his magic he could shorten the journey to possibly a day, but it'd be best to have backup given it was an army he was facing even if Lucy was the only other one with magic and he couldn't ask Ben to ditch Erza so leaving them wasn't an option.

"We're gonna go try and find them, can't be that hard given how Natsu is." Ghostfreak said before giving control back to Rex.

"Stay safe." Gajeel said as he heard some guards running around.

"I can't believe you got caught." Rex said as he laughed at Ashley as when they found the group they were being hustled by guards till Lucy unleashed Scorpio, they retreated out of the city and went deep into the forest and were now resting.

"Shut up, it's not my fault this me can't fight for herslf." Ashley said to him angrily.

"It's kinda weird how she's stronger than Natsu." Ben said as if he had to guess this Lucy didn't have spirits to rely on so she focused on physical enhancement.

"So you have monster boy, me, Rex, and Gajeel from your world, those don't sound like good odds." Ashley said to them as they were trying to take down the kingdom.

"I've had worse odds." Ben said thinking of the Highbreed invasion.

"Same." Rex said remembering when he was defending Abysus from Black Knight and when he laid seige on Providence.

"In the end odds don't matter they're our friends and family, we'll do whatever we have too to help save them." Erza said as if she fell fighting for her family, she'd die happy knowing she did it for the right reasons.

"Wouldn't you fight for your guild mates?" Lucy asked Ashley.

Ben was noting another difference between both Lucy's 'When the chips are down, one plays it safe while the other goes all in.' he thought to himself.

"Ashley do you know anything about my counterpart's earlier life?" Erza asked her curious if she knew more about Knightwalker's person rather than her more known personality.

Ashley took a moment to think "She was an orphan that was adopted by the king as his ward, she trained and became the first female knight surpassing all in swordsmanship." she said to her.

Everyone from Earthland followed.

"Maybe that's what separates you both." Ben said to Erza "Your experiences, through pain you became kind, she didn't go through what you did so she has a different philosophy." he said to her as many people had different meanings for certain words and he was guessing his Erza and Edolas Erza had different meanings of what it meant to be a knight.

'So without all the loss in my life, I could've become a cold blooded killer.' Erza thought to herself thinking about how Knightwalker murdered Fairy Tail's master, meaning she likely had that in her as well.

"You're nothing like her." Ben said having a clear guess of what she's thinking "Erza don't focus on what ifs or what could be, you'll go insane, you made a choice not to be a killer, she is not you, you are you." he said hoping that made sense the way he intended.

"Yeah, but it's never to late to chose who you are, I lost my memory a long time ago and I was a an idiot, I abandoned my best friends to a mob boss and I regretted it ever since I found out." Rex said as it was slightly worse having his memories back as while what he felt was real, he gave up his friends in the end to get out.

Erza felt better from those words, but the guilt that her double killed a member of Fairy Tail was still going to take time to get over.

Lucy Ashley saw these versions of people she knew and felt like her eyes had been closed for a long time as here they were a ragtag group of people with the odds facing against them willing to put it all on the line to save their friends and do the right thing 'Is this what really separates us?' she thought to herself "C'mon the next town is close." she said to them getting up.

Ben peeked an eye out the window and despite the late hour he saw a lot of guards patrolling the streets "Gajeel called it." he said as he saw.

"You should've taken those X-pills." Erza said to him pulling him from the window.

"I thought they were safer with him should we get recognized." Ben said handing her Rex's and now his wanted poster although his also showed his Omnitrix symbol which made all his aliens bigger targets than looking like monsters to these people.

Erza hated to admit it but he was right if he or Rex were seen the entire group would be in danger "Is Gajeel close by?" she asked seeing him use her Plumber badge and showed he was on the other side of town.

They were brought out of their thoughts when Ashley decided to voice out how similar they were physically.

Ben decided to read the map and had his badge scan it making piecing together and filling in the map of the area they were in.

"Ah Breach, I see you have finally returned." Van Kleiss said pleased to see her as if it meant she completed her mission.

"I found the shiny ball." Breach said showing Van Kleiss a sphere that had glowing red cracks on it.

Van Kleiss picked it up and even with his strength it weighed a great deal and saw a crack spread "Open the container, now!" he said as Biowulf opened up a container similar to the Omega nanite, he dumped the sphere into the container and sealed it, but no sooner did he do so the sphere broke and revealed a red flaming figure "Greetings Alpha." he said happily seeing the flaming nanite.

"I recognize you, Van Kleiss." Alpha said to him "Where are Omega-Rex Salazar and Ultimatrix-Ben Tennyson?" he asked his eyes gaining a glare.

Van Kleiss was now more interested as Alpha knew who Ben Tennyson was "And who is Ben Tennyson?" he asked him.

"Incomplete data ascertained only one set from Ultimatrix and bits of information from Ultimatrix a device carrying xeno DNA." Alpha said to him robotically.

"Alien?" Van Kleiss said slightly thrown off before chuckling a bit "Rex certainly keeps interesting company." he said as this coil work in his favor "Alpha nanite what information do you have on Ben Tennyson?" he asked liking to know what he was dealing with, he saw footage Alpha took himself and some he stole from the 'Ultimatrix' 'This boy can be a problem.' he thought seeing him as an equal threat to Rex "And you have an incomplete scan?" he asked him curiously.

"Yes retrieved one set of DNA, the set consists of ten forms." Alpha said to him.

"Well, I have gotten all I needed, time to shut down your AI." Van Kleiss said seeing Alpha try to break out "You forget Alpha, I helped send you away to the dimension you were banished to, I know what you're capable of, which is why I made this container of reinforced glass lacrima." he said as the crystal made for even better resource than he could've imagined.

"Why do this?" Alpha asked knowing he was going to be terminated or at the very least forever deactivated and decided to figure out why this was happening.

"Because Alpha, I intend to make myself better and above all, with my Omega nanite and now the Alpha nanite I will forever be a god." Van Kleiss said very assured about that as he saw how Alpha-Omega was in the images Alpha himself just supplied and with his own nanites and unique power, he'd be even more powerful than Alpha-Omega.

Alpha glared at him "They will stop you, Ben Tennyson-Rex Salazar synergy will not lose." he said as while he hated to admit it, he hoped the fusion of both would end Van Kleiss as they ended him.

"We shall see." Van Kleiss said as the machine beeped "Goodbye Alpha." he said as Alpha began to scream putting much resistance 'Must've caught it from Rex.' he thought in amusement as the AI soon became fully shut down and inside the tube was a red glowing nanite.

"Keep them safe." Ben said to Rex as they were parting ways as he was going to go find Gajeel and get a few X-pills for the group.

"Good luck man." Rex said knowing that even the most simple plans could go wrong.

Ben begrudgingly transformed into Ghostfreak and used his invisibility and intangibility to move through town unseen and only had a general idea of where Gajeel was 'Sometimes, I wished this thing had the holomap.' he thought looking to the Omnitrix.

"Did you hear about Saint Van Kleiss' newest breakthrough?" a guard asked another.

Ghostfreak stopped dead in his tracks hearing Van Kleiss' name 'Damn it.' he thought following the guards as it'd be dumb not to get this information.

"Hear it, I got to see it, I was reporting to the saint and got to see him kill some kinda flame monster and in the cage it was in all that's left is a small red glow." the guard said to the other.

'He didn't.' Ghostfreak thought as fear crept through his very being 'Alpha is locked in the Null Void, we sealed him in a thick ball and I shot him into the far part of the Nullvoid.' he thought as after arriving in the Null Void Upchuck spit Alpha into the far uninhabited part of the Null Void people often sticking close to the prisons as those areas were generally safe areas 'I need to find Gajeel then get to Rex.' he thought as if Van Kleiss had the Alpha nanite and possibly the Omega they were screwed as they were.

Ghostfreak heard a loud explosion in the distance and it seemed familiar "Natsu even in a world with no magic, you still find way to blow stuff up." he said outloud spooking the guards he was near as they looked for the source, he flew upward "Rex are you on the airship." he asked through his dial.

"No, but we do have a vehicle, Natsu's counterpart picked us up." Rex said over the line "Did you find Gajeel?" he asked him curiously.

"No, but the situation got worse, I'll say more in person which direction are you headed?" Ghostfreak asked as he assumed east since that was where the kingdom was.

"Yeah." Rex said as the call ended there.

"Van Kleiss brought Alpha here!" Rex said in the desert as Natsu Dragion parked for Ben to catch up "Ben you know what this means." he said as both knew the problems Alpha presented on his own, but if he was with Van Kleiss the threat became astronomically larger.

"Who the hell is Alpha?" both Natsu's asked curiously.

"For us possible extinction." Rex said as he doubted Van Kleiss hasn't tried to unleash nanites here as he found a few canisters of nanites amongst ships his guild raided so if Alpha was loose he'd try to consume nanites and all the people they were inside.

"How far can this thing take us?" Ben asked Dragion as he was wondering if they needed to use an SE plug or if it had magical fuel like the Blue Peagusus ship Christina.

"Rex fitted my ride with non-magical components, my ride refills its power from the sun, we're running on pure sunlight." Dragion said as he would be able to take them to the kingdom.

"Going green nice." Ben said as he did something similar with his sports car.

"Ben as much as I want to save your friends that won't matter if Alpha gets out." Rex said to him.

"We'll need to attack on multiple fronts then." Erza chimed in "If Alpha is really as dangerous as you say, we will need to stop Van Kleiss and stop the lacrima from being processed." she said as she would not trade lives for others.

"When we get to the royal city we'll need to split up, I'll call Gajeel when we get there and we can work our way from there." Ben said as he got on Rex's ride and they proceeded to the royal city.

"You must really hate this Van Kleiss shmuck." Gajeel said reading some of his counterpart's notes.

"He has too many inconsistencies for a dimensional traveler." Edolas Gajeel said to him "His technology is more advanced than what he supplies the cities and he gives a breakthrough every so often whenever questions begin to emerge, he's shutting peoples suspicion of him down." he said to him.

Gajeel heard his counterparts claim and given it was coming from himself he took it at face value "Why are floating islands part of this?" he asked his counterpart.

"He's been heading to many of the ones around the capital city releasing nanites to them, he says they will help shape the world." Edolas Gajeel said to him "I think he's full of it, I see the gleam in his eye, the man is hungry for power and will do whatever it takes to get it." he said to him.

Gajeel was even more inclined to believe him as men in power often sought out more never truly satisfied "Any ideas to get to the capital faster?" he asked him curiously.

Edolas Gajeel smiled "There are many beasts here while avian would be preferable we can use the land mammals they tend to travel fast." he said to him as animal travel was possible here as Edolas Juvia had shown him a few tricks.

Gajeel chuckled guessing his counterpart was a risk-taker like him.

"Ok we part ways here, Ben and I will try and sneak into the castle and find Alpha while you guys find the lacrima." Rex said as everyone nodded.

"Keep an eye on Carla." Ben said to Erza "She's still in denial about her future sight and I don't want that to affect the mission." he said as if their mission was to save everyone and Carla's judgment was still in total question.

Erza nodded not needing to be reminded as Ben had every right to not trust her as if Carla had given them a warning they could've tried to prevent this from happening, she tossed Rex her Plumber badge as Wendy still had her's so this way they were all always in contact.

"Still can't believe Ghostfreak is my go-to." Ben said transforming back into said alien "I can get into the castle easily I'll alert you to what I find my comm will be open." he said to Rex.

Rex nodded activating the badge Erza gave him and monitored Ben's Omnitrix.

Ghostfreak was getting annoyed as this castle was vast passing many oddities 'Seriously, a theme park?' he thought as he felt like Zombozo designed this place with how creepy it was and all the randomness it had inside.

Ghostfreak kept up his search and believed he found it as it had high-tech equipment by this world's standards "I think I found it." he said to Rex.

"About time." Rex said bored out of his mind "What do you see?" he asked as he tried making his way into the castle stealthily.

Ghostfreak slammed his dial and picked up some notes "It looks like he's trying to alter these nanites with crystal lacrima?" he said in confusion as magic and technology weren't a good combination.

"Van Kleiss might be trying to make himself magic." Rex said as it wasn't surprising he'd want another source of power.

Ben looked around and saw two tanks "Rex I found the Alpha and Omega nanites." he said seeing the yellow and red glows.

"Ready to begin crystal lacrima fusion to self sustaining battery." a computer said as two claws having a glowing blue speck in them shined as they approached the nanites, the Omega becoming green and the Alpha purple.

"That doesn't sound good." Rex said as he just arrived.

"How do we get them out or keep them contained?" Ben asked as if they got free he believed they'd scatter to the wind.

"You don't." Van Kleiss said as he stood at the door with Knightwalker and a group of knights "Byro if you would." he said as a small man walked from behind him and threw a liquid at Rex.

Ben pushed him out of the way and when he did all he felt was an intense burning.

"What did you do!?" Rex demanded as he held Ben.

"Byro is a mage who infuses power into liquids, I assisted him in making an anti-magic poison for Ben Tennyson, it won't kill him just keep him stunned." Van Kleiss said seeing Ben as less than impressive than he thought.

"I'm not that stunned!" Ben said raising his hand and it glowed pink.

"Saint Van Kleiss get down!" Knightwalker said tackling him to the ground.

Rex saw Ben sadly miss as his hand fired a beam and it shot through the walls making a way outside.

"Go." Ben said to Rex "Find Gajeel." he said to him weakly.

Rex caught on and flew out of the holes Ben made.

Van Kleiss saw Rex retreat "Never knew Rex to run away." he said to himself.

"That's all he does Saint Van Kliess I shall end him for this treachery." Knightwalker said to him.

"No." Van Kleiss said as he looked at Ben "Take him to be drained." he said to her as she left with Ben Tennyson.

Ben awoke being suspended by restraints and saw a familiar face, but one he was less happy to see than normal "Can I ask you something?" he asked the double of his girlfriend.

"Would it stop you if I said no?" Knightwalker asked in return.

"Oh not a chance." Ben said as he chuckled "I need to ask how you sleep at night knowing your magic comes at the cost of other people's lives?" he asked her curious to how she could be like that.

"Easy I am sworn to my kingdom, what I do is for the betterment of it, nothing more." Knightwalker said to him "Now my turn, what is your relation to my double?" she asked as when he saw her face she caught a glimpse of ease which is something she has rarely seen in people who knew her.

Ben was silent for a bit "We live together." he said hoping that somes it up for her.

"I married?" Knightwalker asked curiously finding it hard to believe any man was that brave to try and claim her and put a ring on her finger.

"Oh no, we're dating, you just decided to move in before I could answer." Ben said to her.

Knightwalker accepted that answer as she rarely gave anyone a chance to refuse her "How are you made of magic?" she asked curiously as his purple body just let magic pour out of him.

"Well technically it's mana, but I'm not entirely human, I have ancestry that isn't human and generally sorta looks like what I do." Ben said to her.

"There are more like you?" Knightwalker asked finding the idea of people made of magic as something incredible.

"Erza I'm one of a kind." Ben said his tongue slipping reminding himself this wasn't the Erza he knew "My friends will stop you just so you know." he said to her.

"Not likely Ben Tennyson." Knightwalker said with a smile as guards came in with Wendy and Natsu.

Ben saw that they were unconscious as they were bound like he was "Why keep us imprisoned?" he asked doubting it was for anything good "You have killed before, I highly doubt you'd let us live for something as small as mercy." he said as killers rarely had that trait.

"My it seems you know me well then." Knightwalker said slightly approving of her double's choice in a lover "You three are going to be drained of magic power, but after we have gathered enough we may keep you as batteries to fuel the kingdom." she said walking to him and pulled him into a rather forceful kiss.

Ben never thought he'd feel this way about being kissed by Erza, but having Knightwalker claim his lips made him want to vomit as he could feel the negative emotions coming off her in waves.

Knightwalker pulled back "You taste incredible!" she said panting as she gained a blush "And I can just feel your magic power pouring into me as we kissed." she said looking at him with new eyes.

Ben felt sick to his stomach seeing that look she had.

Gajeel and Rex were incredibly silent as they listened to what was going to occur to their friends, but they were also a bit concerned hearing that Knightwalker had tasted Ben, they looked to Erza whose face was red with rage.

"Rex." Erza said calmly which scared both men out of their wits "You said Ben took my badge before you departed?" she asked him as she didn't go with Natsu, Lucy, Happy, and Carla as she felt it be best to have backup in case they were all caught which did happen "Give me yours." she said to Gajeel.

"Erza listen-No you listen!" Gajeel was saying before Erza cut him off angrily and made a sword appear in her hands recently taking an X-pill.

"My boyfriend is being violated by some copycat bitch with MY face!" Erza said not wanting to have any part of her relationship violated because her double was a greedy sociopath.

"We get that, but we know where he is and we need to try and figure out a way to free everyone from the lacrima, those idiots broke off a chunk and put it on display." Gajeel said as he had a sword at his throat.

"Give me your damn badge." Erza said as she was going to force her way to Ben if she needed to.

Rex grabbed her blade and pushed it downward "Erza we need to stay here." he said seeing her intense glare, but also saw tears slowly forming in them "Listen I get you care for Ben in a way I never will, but he wouldn't risk the lives of others for just him, so would I, and I have a feeling so would you." he said seeing her anger weaken and her hand tremble "Listen if things are looking dicey, I'll go there and save Ben myself ok, but we need help." he said as with him unable to capture the nanites they were still in Van Kleiss' hands.

Erza wept unable to hold back her tears as Ben was left in the hands of the enemy.

Gajeel felt horrible, but Rex made the point as without help the odds weren't in their favor especially when it was just him and Erza with magic.

Erza wept till she fell asleep, Rex putting her in a nearby bed.

"How long is your double gonna be gone?" Rex asked him.

"All night, he's writing down the guard shifts and when we can try to steal the damn thing." Gajeel said to him as his double was through he'd give him that.

"We have a problem then." Rex said to him as they walked a few feet from Erza "When I found Ben, I scanned his body, he's made of magic, literally made of it." he said seeing Gajeel not catching on "Gajeel if these guys even attempt to drain Ben, it'll be like ripping him apart." he said as that was the best case scenario in his mind the other was sucking his power out of existence draining him like a battery.

Gajeel's eyes widened at that 'You have the worst luck Ben.' he thought remembering what was said about his time with Daphne and for him to go through something similar again was just cruelty.

Happy woke up in a very comfortable bed seeing he was sleeping next to Carla which normally would've made him excited 'What happened?' he thought then remembering what occurred last night 'Natsu…Wendy.' he thought remembering how they were taken from each other, he saw Carla begin to awaken, and as soon as she realized the same things he did.

Carla gripped her paws on the sheets 'What am I?' she thought as her entire life felt both pointless and a lie 'Did I truly know nothing, was Ben right?' she asked feeling vile for feeling and acting superior thinking that she knew it all 'So many people can die now and for what, because I chose to let it happen.' she thought as she felt horrible thinking of the blood that be on her hands if their group failed.

They were interrupted by a familiar but different face.

"Ichiya?!" both Exceeds said in surprise.

"It's Nichiya actually." Nichiya said striking a pose exactly to a familiar figure that gave Erza nightmares.

After their initial shock, Happy and Carla followed Nichiya and soon they were surrounded by Exceeds seeing them in all shapes and sizes, and colors.

"Welcome to Extalia." Nichiya said as they were all greeted.

Happy felt a bit out of place as they all cheered for them 'This isn't right.' he thought as they shouldn't be cheering him for what they believed he did as it was not something he did or would ever be proud of.

"How is Ben?" Erza asked Gajeel.

Gajeel would normally have answered anyone else with his fist if they asked him that question as much as Erza, but given who she was and what was happening to Ben he was letting it slide "He's been asleep no change." he said as he and Rex each took one four-hour shifts so they could all get some sleep and not panic about Ben's safety.

"Ben is our next stop after this." Rex assured her as they were no longer going to wait as Gajeel's double informed them about the behavior of the army.

Erza nodded clenching her sword as when she got there she fully intended to knock Knightwalker's teeth out of her mouth.

"Oh, Ben~." Erza's voice coming out of the Plumber badge said getting all their attention.

'So many people are going to die.' Rex and Gajeel thought as Erza was going to go on a rampage and would be after Knightwalker's blood.

Ben opened his eyes and to his non-delight Knightwalker was back "So what torture?" he asked her simply.

"No Ben." Knightwalker said with a smile "I'm here to give you breakfast." she said sweetly presenting eggs and bacon.

Ben raised an eyebrow "So poison?" he asked curiously.

"Not unless you think butter is poison." Knightwalker said as she began to feed him.

Natsu caught whiff of the food or more accurately the meat "FOOD!?" he asked looking in all directions till he spotted Knightwalker.

"I am here to feed Ben, you can beg someone else." Knightwalker said as she served him some more food.

"Um are your clothes smaller?" Wendy asked with a blush as she was eyeing the food as well, but noted Knightwalker's clothing was smaller than yesterday.

"Mind if I take a guess at this?" Ben asked Knightwalker.

"I don't mind, I'm curious about how smart you are." Knightwalker said honestly.

"Ok, you're trying to seduce me." Ben said plain and simple "The food, your smaller clothes, the reason you're being so nice to me, you're trying to turn me, Stockholm syndrome I believe the correct term is." he said to her having seen something similar happen to Jennifer Nocturne when she was 'in love' with Captain Nemesis.

"Impressive deduction, but there are more ways to induce that condition." Knightwalker said as she fed him after he finished talking "I'll make you love me, but I am going to take everything from you." she said as Natsu and Wendy stared at her unable to believe THIS was in anyway Erza "First I will kill your Erza, you'll become desperate to have her back and me being the closest thing, you'll come crawling to me desperate to see her face and replace her with me, the clearly better version." she said to him "And when your guild is gone, I'm sure you'll crumble like how my world's Fairy Tail almost did when they lost their master." she said, seeing the horror in their eyes "After that, you'll be mine completely." she said fully confident in her own words.

Rex and Gajeel were silent as they heard what Knightwalker said as…it was indescribable what she was trying to attempt and let happen, they were terrified to look at Erza, but they peeked and saw the look she had in her eyes as pure rage.

"She wants to claim my life, she can try." Erza said as she was ready "We go to the lacrima now." she said as she would not wait any longer.

"Can I just say this plan is beyond crazy and insane." Gajeel said as no one paid him any mind.

Happy was really beginning to dislike this place as the Exceeds believed humans to be no better than animals, but he could never believe that as with Fairy Tail, he was treated as family, he had Lisanna and Natsu as his parents and he loved them and they loved him despite them not being the same species, so he didn't care if he was an Exceed or not, he knew what he was, he then heard Nichiya's friend Nadi say the queen controlled which humans were necessary and which weren't via execution "Why would she do that?" he asked very uncomfortably as life was a precious thing, the master taught him after Lisanna died that is should be cherished, loved, and nurtured much like how Lisanna and Natsu did for him.

They were given a story about how it restores magic, but Carla saw through that 'These people don't have magic in their bodies.' she thought paying close attention and was reminded of something Ben brought up when Nadi mentioned the queen controlled people of Earthland 'If that we're true Mystogan would have been unable to stop the Animas.' she thought to herself as all of this was lies 'Was anything ever true.' she thought not knowing what to believe from herself or them "It's all a lie." she said to whom not even she knew "My assignment was to terminate the Dragon Slayer Wendy Marvel." she said seeing what Ben meant now "But I disobeyed, I made my own choice to not harm her, but it is because of me she was captured I was a fool for not realizing what I was and I was a monster for choosing to do nothing!" she said angrily.

Happy was once again thrown into another loop when Carla said she was sent to terminate Wendy and connected some dots "No I'd never hurt Natsu!" he said denying the very thought he could ever harm him.

Natsu never felt such anger as he listened to Hughes come to taunt them and when they asked about Happy and Carla, he told them they sold them out.

"Hey skunk boy." Ben said from his spot the others looking at him.

"What'd you call me?" Hughes asked him wanting to make sure he heard right.

"I called you skunk boy, I mean with your hair and how you smell you're clearly a skunk." Ben said with a grin "Or maybe I should call you toilet breath cause every time you open your mouth the smell of shit comes out with your words." he said to him "Wendy never repeat these words." he said quickly as he didn't need her cursing "So take your self entitled ass and go away, I have one psychotic I don't need some overconfident moron who thinks he's high class because he kisses the ass of other murderers and thieves." he said seeing the anger in Hughes.

"I can't wait till you're my new battery chump see you soon your all gonna be siphoned soon." Hughes said thinking he left on the high ground.

"Ben, do you think Carla sold us out?" Wendy asked her voice sounding smaller than she was.

Ben sighed "No, Wendy she didn't." he said to her "Carla chose to fight the truth and not realize what she was, but I have no idea how they found and caught you." he said as Carla couldn't have sold them out.

Happy listened to how his egg came to be on Earthland from Nichiya and Nabi that it was an order from the queen and how he and Carla were two out of a hundred that were sent to eliminate the Dragon Slayers and that the humans created Anima around the time and how they were overwritten to capture the Dragon Slayers "That's enough!" he yelled out having heard enough, he was sick to his stomach hearing them talk and they made him even angrier by telling him what they felt was an illusion and none of what they felt was real "Let tell you something jerks and get it straight we're not your puppets!" he said refusing to believe anything they said feeling a wave of incredible anger that exceeded what he felt when he had Rath's DNA in him "You're wrong we're Fairy Tail wizards we don't work for you!" he said his voice reaching far almost as if Happy let out a roar of defiance and took Carla and ran.

Erza felt a bit better as she had stripped her Black Wing armor leaving her in a bikini and requipped some leg and arm guards that looked very similar to Knightwalker's, put on a belt with a light sash on it, and a scarf matching Knightwalker's look almost exactly 'Time to make a fool of this woman.' she thought as Gajeel and Rex wore cloaks and no one dared question her orders as Knightwalker as they approached the lacrima "Out of my way." she said the soldiers not questioning it and trembled in fear.

'I kinda pity Ben.' Rex thought as this woman seemed very high maintenance from her attitude and how fast her mood seemed to change.

Gajeel felt pity for his double as if he wrote a story about what was about to go down with Erza pretending to be her double, he was almost positive Knightwalker would hunt his ass down.

"Byro when can you begin draining the boy and the Dragon Slayers?" Van Kleiss asked the man.

"Soon Saint Van Kleiss I needed to have the parts made and they are almost complete." Byro said to Van Kleiss.

"I think we should keep Ben Tennyson, if what Biowuld said is true his very body is magic, we can drain him for years to come and once the lacrima is used and the Eathlanders are taken care of he'll be trapped." Knightwalker said to the king.

"That is a clever idea, to have a fully self-sustaining magic battery will be useful." Faust said to her.

Van Kleiss found that idea less than ideal as the meeting progressed finding it a waste of time.

The meeting soon ended the Pantherlily and Faust being all that remained.

"Speak freely Pantherlily." Faust said to him.

"My lord how sure are you we can trust Van Kleiss?" Pantherlily asked as while Van Kleiss didn't exactly smell human, he could still pick up on certain emotional chemo signals he let out "His secret project seems the soul focus of his attention as of late." he said to him.

Faust was no fool and while he gave Van Kleiss everything he needed, he had Pantherlily stick close and often made use of Van Kleiss' subordinates to there were more chances to keep eyes on him 'He wants something.' he thought not knowing what it was.

"Omnitrix how much longer till repair to altered DNA is complete?" Ben asked the Omnitrix as they were running out of time and he activated voice command mode to check the status of his condition.

"Nineteen hours, forty-six minutes, and eleven seconds till completion." The Omnitrix said to him.

"There isn't a way to speed that up?" Wendy asked him curiously.

"Maybe." Ben said to her "Omnitrix shut down non-critical and unused systems except communications and locator and reactivate upon completion of DNA repair." he said seeing the Omnitrix shine bright green.

"Accepted new time upon completion, two hours, fifteen minutes, five seconds." The Omnitrix said to him "All deactivated functions will be reactivated upon completion." it said to him.

"Two hours isn't bad." Wendy said to him.

"Two hours till what young lady." Van Kleiss said walking inside the room.

They all went silent not needing to say anything to him.

"Ah the quiet game let us see how long you can keep it up." Van Kleiss said walking to Ben and stabbed him in the chest around the Omnitrix.

"Ben!" Natsu and Wendy screamed out.

"I'm fine!" Ben said in truth this felt like mild irritation with very thick needles.

"There they are." Van Kleiss said as he extracted something from Ben and pulled his hand out.

Ben caught on as he felt something similar to when he met Rex "You took the nanites from inside my body." he said to him not needing to take a guess.

"So much more clever than Rex, yes you came to my world boy so you had nanites in your body ever since, I extracted them and now I am going to see if your DNA changing has any effect on them." Van Kleiss said walking out not needing to stick around.

They then saw Knightwalker and Byro come in.

"You look angry." Ben said really wishing the Omnitrix would hurry the hell up.

"Your Exceed comrades fooled me and took the one that looks like Lucy Ashley." Knightwalker said not sounding pleased.

"That's our cats!" Natsu cheered as Ben and Wendy smiled happily.

"Silence." Knightwalker said punching him in the stomach.

"Hey ugly what are you-AHHHH!" Ben screamed as he pointed a gun-like device and it began pulling his mana into it.

Knightwalker watched as Ben screamed and saw small cracks appear on his body and soon saw a fusion of red blood glowing purple ooze out of them "You may wish to switch between him and the Dragon Slayers." she said not wanting him too damaged.

"No!" Ben yelled out his eyes seemingly cry out tears of blood "You focus on me, you understand, you don't touch them do I make myself clear!" he said as his body was beginning to glow and the cracks healed.

"Look at him, he's recharging already!" Byro said as he cackled maniaclly and began to drain him more.

Knightwalker had to admit he didn't fail to impress her as he took on so much pain "Byro do you have a second gun?" she asked as he nodded pointing to the tubes "Perfect, I think I'll start with you." she said looking at Wendy who then trembled.

"Listen to me and listen good you bitch!" Ben yelled to her his body flaring up again even as Byro drained him and every cell of his screamed in agony "If you so much as touch a hair on her head there will be nowhere safe for you, because that it would be the last mistake you ever made!" Ben said shaking with rage.

Knightwalker trembled at the threat seeing the look he had in his eyes and it just filled her with excitement and she wanted to push it further, so she activated the gun and drained Wendy making her scream.

"No, do it to me not her!" Natsu said willing to take both their pain, not caring what the end result was for him, even if it meant his death, he would not let Ben suffer again and Wendy was too young to go through such things.

Byro noticed that Ben's light steadily grew as he drained him "Knightwalker assist me, he's building up a massive amount of energy!" he said in a panic.

"Tur-Bo!" Ben yelled as a massive pink whirlwind erupted from his body sending Erza and Byro flying back and he began to spark violently and Ben still screamed.

"Ben what's wrong!?" Natsu called out in panic seeing the purple lightning.

"Anodites who aren't trained can lose control of their humanity my mana is going out of control!" Ben said as his hair grew down to his lower back and his blue pupil was gone as both his pupils were now purple and the white of his eyes still glowing green.

Knightwalker picked herself up and grabbed Byro's gun and began absorbing Ben's mana 'This is his power, incredible.' she thought, feeling wave after wave of power.

'Damn it!' Ben thought trying to reign in his mana, but saw her draining him still 'I got lucky with that spell, what's another one Gwen used!' he thought to himself "Contego!" he said erecting a bubble pink shield around him pushing as much mana as he could into it.

"That's it keep resisting make it that much more fun for me to take everything you have!" Knightwalker said as Ben's shield broke and he was once again being drained making him scream in agony "Byro if you have another of these start draining them." she said to the short man as he started to drain Natsu and Wendy again all of them screaming.

They were soon interrupted as the walls broke and some familiar figures appeared with a powerful mist coming from behind them.

"You got some nerve lady!" Gray said looking at Knightwalker with hatred "You know they're with us and you decided to mess with them anyway!" he said seeing Ben on the floor as bloody as he was when Daphne ripped off his skin 'These people are animals!' he thought to himself.

"Anyone who would lay a hand on our fellow guild members will be dealt with accordingly." Juvia said seeing her friends in such a poor state it made her angry and if one were to look outside they'd see thunder in the rain clouds that appeared.

"You idiotas made a big mistake when you decided mess with us." Rex said to them "And now your on Fairy Tail's bad side so we came to collect." he said making his sword "You should've known better cause we're here to collect with interest." he said to them.

"And how dare you Knightwalker." Erza said in her Purgatory Armor "You bitch…you thought you could take what's mine!" she said as her voice carried through the room with a powerful boom and echo "I don't give a damn about your kingdom, I don't care that you commit atrocities with my face, but you have the gall to harm my family and try and take the one I love!" she said magic seemingly pouring out of her "I swear you will pay for your crimes, no matter the cost I will take you down!" she said loudly.

Ben smiled seeing his friends again and was glad to see his Erza as despite her Purgatory armor's outward appearance she was a heavenly sight, but he heard something else that was also welcome.

"Omnitrix DNA corrections completed reactivating ahead of designated estimates of all functions and initiating hard reset." The Omnitrix said as everyone was blinded by a bright green flash.

Author's note: Hey loyal fans wanted to explain Ben's new Highbreed form 'Newbreed', I watched some episodes and have seen that certain Highbreed like Ben's friend Reiny have the ability to open up their stomachs to unleash tentacles to drink water and the Highbreed Darkstar hired seemed the same size as Reiny but he could make wings, so I'm thinking there is an age factor or there is like a middle ground between the Highbreed like Reiny and the former Highbreed Supreme if they have the same combat/physical abilities or maybe some abilities are selective either way I'm giving Newbreed a mesh of all those abilities, his overall look is that of a Highbreed Commander as with their former hierarchy I thought that'd mean his genetic potential was chief amongst the other Highbreed of his nature and type, sorry I was a bit brief on Rex's origins with his enemy, and I feel some will ask why he gave it up so easily, but I feel Ben and Rex started something special and after fighting together to save the world and after seeing Ben's mark he felt the need to share about his also still taking suggestions for the Highbreed's name if not many complain or don't like it I'll stick with Newbreed also hope to see some support on P-A-T-R-E-O-N link on my profile once you sign up you can talk to me on Discord also side note remove the spaces on the link on my profile.