Hey everyone. I'm so sorry for updating late. Well I just got into the university for my second year and it is kind of tough, but I'll make it. lol

Anyway this chapter was typed from my Android phone. It wasn't easy sending this thing without typing all of this in a computer, but I'm glad I found a method to do it (Haha I'm such a genius). Well that means you'll be getting updates at some point, though it won't be as fast I do until I've adjusted to the method.

This chapter is soooooo good that I bet you guys will love it. I also changed my writing style because I'm into an online job and I want to be at best as I need to. But this chapter still has grammatical errors since it was typed on my phone. But it isn't too bad. Also this chapter contains references to animes. So let's see if we got some Otakus here

(Please let me know if there was a huge mistake by PM or review)

So without any further delay...

Now on to the chapter!

Chapter 10:: Unlimited Power

Things weren't looking really good for Fairy World. Even though the magical floating cloud has received its times of danger, nothing could prepare it for what is happening.

The Fairy World's Power Plant was in total peril. The military had been dispatched to stop the threat from getting the Big Wand. However that was way easier said than done. The threat was so powerful that it took down anything that stood in his way.

Jorgen appeared a few blocks away. A whole unit of military fairies were right behind. They had military trucks, tanks and other vehicles that had weapons. Their weapons resembled earth's military forces, but the only thing earth didn't have was magic.

All loaded and ready, the fairies waited for Jorgen's command. They could all see the sight of destruction as their fairy brothers and sisters sacrificed their lives to stop the threat.

Jorgen finally saw an opening and shouted, "FIRE!"

Immediately all military personnel let out a furious amount of fire power. They hit the threat directly, causing an explosion so big that it almost knocked everyone away.

The dust cloud finally settled down. Everyone waited to see the threat was down. It was all quiet until laughter suddenly erupted the air.

Looking up, everyone saw the threat hovering with a wide smirk on his face. He didn't have a single scratch on him.

"All these attempts are nothing but childish obstruction in my way. Now prepare to be wiped off the face of this world."

Just as he said that, he widen his mouth and released the most destructive ghostly wail that could ever be produced.

His ghostly wail was so powerful that it seriously injured everyone in its path and destroyed everything else.

By the time it was really hard to say how bad things were. If some weren't dead, then there only injured severely. The whole battle field looked like a war between two opposing side occurred, but really it wasn't.

Jorgen lay on the ground, totally beaten. His uniform was almost completely shredded off while he also had serious bruises.

The once powerful fairy groaned as he tiredly turned his head at Nefarius and said "Ha! I've...taken worse beatings from a toothpick. Wait, did that sound right?"

Jorgen's question wasn't answered though, as his body was lifted from the head by Nefarius's huge hand.

The All powerful being let Jorgen stand, just for Jorgen to see how huge Nefarius towered over him.

Jorgen gulped in fear, "Uh...did I say that ridiculous thing? I meant that to...uh...Cosmo. That's right! Cosmo!"

"Shut up."

Nefarius simply said as he had his huge fist above Jorgen. Then he stomp it down on the fairy, making the magical being's body to be stuck in the ground, except by his head.

Jorgen felt so dizzy that he had to shake his head to gain full concentration.

"Wow, I didn't see that coming."

Next thing Jorgen knew, Nefarius stomp his foot on his face and walked away.

Jorgen spit out dirt and stuck his tongue out in disgust.

"Dammit! My mouth was open!"

************)

Any other military forces that tried to stop Nefarius were all in vain. He just made his way through it all until he finally got to stand before the Giant Wand.

The all powerful villain took the time to marvel at the powerful magical energy that powered most of Fairy World. It won't be long till he absorbed it all.

"At last, I shall have all the power I need for the final step to true ultimate power."

Once he said it, he held his hands open and shot green beams to the star sharpened wand. It attached to the wand and soon began to send magical energy to Nefarius.

"Yes! Yes! Yes! I can feel myself getting stronger at every passing second!"

Nefarius then laughed hysterically as he kept absorbing the powwer. His attention was so much at the Big Wand, that he was caught off guard when a black alien with a white stripe on its chest and plug like tendrils landed on his shoulders.

The alien smirked and clamps his hands on Nefarius. His plug like fingers began to absorb the energy as he spoke back, "Then how about I take them all away?"

Nefarius scream in pain. It hurt him badly, but he was able to backhand the alien off him. He stopped absorbing the Big Wand as he turned back to face the alien.

"Well isn't this surprising? You finally showed up; Tennyson. I guess it took the entire extinction of mankind to get your attention." Nefarius said so evilly.

As Feedback, Ben growled, "I'll make you pay, Nefarius!"

"Before you do, let me tell you a fun fact." Nefariua chuckled. knowing how bad Ben's reaction will be next. He spoke, "When you visited the Ninja Turtles, it was still in this universe. That means I destroyed most of the people you knew. HAHAHAHAHAHAHA!"

"You monster!"

Feedback was so overwhelmed with anger that he let out a huge blast at Nefarius. The powerful being shielded himself with his hands, which saved him from getting hit.

Once put his hands down, Feedback came at him and kicked him at the face. It was only enough to nudge the villain's head up, but still not enough.

That instant, Nefarius grabbed Feedback's ankle and knocked the hero's body to the ground. He then stomps his huge leg down on him, causing the ground to explode as Feedback's body was dug deep in.

Nefarius took Feedback's ankle again and knocked him on the ground. Then he threw him away and disappeared, just to reappear right behind Ben. His fist was already at the approaching beaten hero.

Suddenly Feedback rotated his body and grabbed Nefarius's hand. That allowed him to make himself go over Nefarius and land behind him.

The powerful villain swung his fist at Feedback; but the hero ducked body then jumped into the air, allowing his foot to kick Nefarius's chin.

The kick wasn't strong enough, but did distract Nefarius for a second. That was just enough time for Feedback to send his tendrils onto Nefarius's head. Then he abosrbed so much energy that Nefarius cried out in pain.

The hero felt his whole body tingle with power. It mainly went to his fists, which he then used to hit Nefarius's face, almost at the same time.

Nefarius stumbled back a bit, but that didn't stop Ben. The hero jumped on to Nefarius's chest and continued pummeling him with more punches.

The more Ben absorbed from his tendrils, the more blows he let out on Nefarius's face. It was basically using his foe's energy against him..

Nefarius became so overwhelmed that he couldn't concentrate to fight back..Feedback stopped his attack momentarily as he clamps his own tail's plug on to Nefarius's side. He so much power that he held both his hands almost together and charged a football sized energy ball.

Once it was charged up, Feedback knocked it right on Nefarius's head. The impact was so powerful that it threw both of them away.

Nefarius ended up crashing through the surface of the ground. Feedback landed on his feet, though it brushed the ground before coming to a stop.

Some minutes passed as both foes stayed silent. Feedback took a step to finish the fight, when Nefarius got up to his feet. The villain groaned in pain, though that was overcome with a snarl.

Nefarius looked directly at Feedback and said with malice in his voice, "I'll make you hurt, very bad."

Before Ben could react, Nefarius came so fast that he was able to punch the hero right at the chest. That would have knocked him away, but Nefarius was far from done.

The villain gripped Feedback's wrist so he wouldn't be knocked away. Then he let go and ran around Feedback as fast as a blur. As he did it, he began to throw punches and ecto beams at the hero.

Feedback felt so much in pain. All he could do was receive so much beating, much to Nefarius's satisfaction. It didn't last long, as the villain came a stop right in front of him. Feedback was barely able to stand still.

Nefarius chuckled with a wide grin, before he threw a hard fist at Feedback's upper chest. The power of such an attack was able to knock Feedback through a few complex buildings and barracks.

By the time Feedback came to a stop, he lay on the top of a now shattered vehicle.

Suddenly the Omnitrix timed out that very moment. A flash of green light engulfed Ben, changing him back to normal.

Ben let out a weak groan. Even though he was back to normal, he still felt weak. His eyes were able to open though, as he now saw Nefarius standing before him with his hands raised up.

The villain had a serious look on his face as he spoke, "I'm gonna cut this short and end you. Now die, kid!"

Nefarius balled his hands to fists before sending it down on Ben. The young hero would have been a goner, if not that he was "POOFED" out of the way. That angered Nefarius, as he ended up hitting the vehicle, which exploded instantly.

Ben reappeared on a small tower like view point. Next to him were Timmy and his fairies. They were able to pull the hero away before he could be crushed by Nefarius.

Wanda pointed her wand at Ben. It was enough to make his whole body glow, as his pain quickly demised that instant.

Sparky frowned as a thought came to him, "Guys, do you think it was a good idea to stay somewhere this high, especially when there's a super powerful bad guy that's really mad now?"

Timmy became wide eyed, "Aw come on!"

Suddenly Nefarius appeared right before them, while hovering the air. Like Sparky said earlier, he looked really mad.

"Surrender the boy, human!"

"No way, scale face!" Timmy yelled

Cosmo looked at his godson with a raised eyebrow, "Scale face? That all you could get?"

"What? It was all I could get."

At this point, Ben was completely healed. The magical energy vanished. Now the hero stood ready, glaring at his enemy.

Suddenly Nefarius grew really big. His body became so huge that he was out of view for the teens and fairies.

"Guys, get us out of here!"Timmy immediately shouted

Cosmo, Wanda and Poof raised their magical items and poof everyone away. That was good, as Nefarius gigantic fist came down on the place thet once stood.

The teens and fairies reappeared on the top of a barrack. It was mildly far from Nefarius, but he could still be seen.

"Wow, why are we still in fairy world?" Timmy asked in utmost shock

"We can't, sport." Wanda answered, "Nefarius seems to be keeping us in his range somehow."

Before any word could see said, the ultimate supervillain appeared right before them. His eyes were at Ben, who was also shared the same look.

"Do you really believe you can stop the future!? You're just a kid!" Nefarius yelled with so much anger.

"I'm not just a kid, Nefarius!" Ben yelled back, "I'm the kid that's gonna stop you!"

Just as he said that; Ben turned to Timmy, "I'm gonna turn into another alien."

"And you want us to clear out of the way?" Timmy questioned

"No. I want you to throw me at Nefarius"

"Wait? You're kidding, right?"

Ben felt like hitting Timmy, bur he knew better not to. Instead he turned his attention to the Omnitrix and scrolled through the alien holograms. Finally he came across the alien he needed, and then slammed down on it.

Suddenly Ben's whole body was engulfed in a flash of green light. It was so bright that it made Timmy and his fairies to cover their eyes. It was after the transform that they uncovered their eyes to see Ben.

"Uh where's Ben?" Timmy questioned with a terrified look.

He look all around above him, but only saw Nefarius looking right down at him.

"Maybe he's so big that we can't see him." Cosmo came up with the dumb idea.

"Cosmo, that only works if he was small."

Wanda replied

"Actually I'm over here!"

"What!?" Everyone shouted in unison.

Everyone turned to where Ben once stood, but only got to see a small green ball. It suddenly opened to reveal humanoid and dragon like appearance.

Timmy's face became neutral upon seeing what Ben was.

"We're screwed, aren't we?"

"No. Just throw me at Nefarius!"

"Fine." Timmy sighed.

Timmy grabbed on to Ben. He got into a baseball stance and threw him at the giant supervillain. At first nothing happened until Ben unwrapped himself from ball form. Then his eyes flashed green before his whole body was engulfed in spinning green flame.

Through the flames, Ben emerged as a green humanoid dragon. His fist immediately went up at Nefarius's chin, with a force so strong that it sent the villain flying a few feet away.

When Ben landed on the ground, it shook and sent a huge dust cloud. Timmy and his fairies felt it all until it passed away. They uncovered their eyes once the dust cloud was gone and marvelled at their gigantic friend.

"Awesome! Dude, I'm so sorry I had doubt in you!" Timmy exclaimed widly.

Ben turned to him and replied, "Dude, it's fine."

Ben's alien form is a large humandoid with minor scales on his body. He has a long silver horn on his nose, two large dragon wings on his back and a long green tail that has a sharp end.

Ben didn't wear any clothes, but the species his apien form came didn't consider themselves naked. His abs were clearly shown right below metal silver clamps that are attached to the Omnitrix insignia.

A chuckle suddenly caught the attention of everyone as the owner got up. Nefarius had a wide grin on his face before it mellowed down to a small smirk.

"I was beginning to wonder if this war between us would go down that easily. You see, Tennyson, I want you to give it your all before I end your life and everyone."

Ben sent an angry glare at Nefarius. It was very clear that Ben wants to end the murderer right there. The alien form he possesses is from a race from Bakugans. He acquired the DNA after accomplishing a test by one of the species legendary soldiers. At that, he tightened his fist and spoke.

"I won't let you get away with what you've done. Nefarius. Those friends you killed are my family and NO ONE TAKES THEM FROM ME!"

Immediately as he said that, Ben spreads out his wings and took off into the air. Nefarius looked up and leapt right off the ground to combat his foe.

As Nefarius came at the hero, the villain threw his fist at him. However Ben caught it with a open hand and threw his fist right back at Nefarius's. He kept hitting Nefarius right at the face until he let go, grabs the villain's head and hit his own head again him..That was a enough force to send Nefarius to the ground.

Once the villain hit the ground, he got right up and opened his mouth. Then he let out his ghostly wail at Ben with so much power in it.

Though the wail came really fast, Ben was faster. He was able to fly out of the way as a blur. By the time Nefarius stopped and realised the hero was gone, he was hit from the side by Ben, which sent him scratching through the ground.

By the time the mighty villain came to a stop, he had already dug through the fairy world's surface.

Meanwhile Timmy and his fairies were watching the whole thing.

"Wow! Ben's new alien packs alot of punch!" Wanda said in surprise.

"I know right!" Timmy too was excited, "Dragnelle is so awesome!"

"Dragnelle?"

"Yeah. Since Ben isn't in the mood to name his alien, I thought I can do it for him."

Timmy was taken aback when a glowing green light emerged his right hand. Looking at it he saw the light die down to reveal cards.

"Okaaay that was weird." Timmy said as he eyed the cards.

Wanda drew his attention as she spoke "Timmy, there's something written at the bottom..Maybe you should read them."

Timmy, Sparky, Cosmo and Poof looked at Wanda for a second..Then right after that, they erupted into a fit of laughter.

"Timmy. Read? Haha wow that's so funny!" Cosmo laughed some more.

Wanda shook her head disappointedly before she took the cardd out of Timmy's hand. She read what she saw earlier and smiled big.

"Timmy, I think you're gonna love this."

Those words stopped the others from laughing. They now had their attention at Wanda.

******************)

So far the battle between Ben and Nefarius was ongoing with the boy winning.

Nefarius became invisible and flew off. That caused Ben to look all around for the villain, but to no avail. His ears suddenly perk up as they sensed a faint movement heading his way.

The next thing Nefarius knew, the boy vanished. Actually Ben had flew off so fast that he couldn't be seen. He finally showed himself, behind Nefarius.

"You can't sneak up at someone with enhanced hearing!" The boy snarled.

As Ben sent a kick at Nefarius's back, it went right through it. The villain's turned 360° at Ben, as he then made a remark.

"Don't hit what you can touch, boy!"

Nefarius opened his mouth and prepared to blast fire at Ben. However that was foiled when Ben suddenly shot his hand at the villain's mouth and shut it closed. It hurt badly, but Ben ignored it as he casted a deadly glare.

"I notice." Ben said as a response.

Immediately Ben sent several fast punches at different parts of Nefarius's chest all within a few seconds..Once he was done, he spun his body and Nefarius around before letting go of him.

Nefarius kept falling uncontrollably. His consciousness quickly spark back him to stop as his body took control of his falling..Now he maintained himself in the air.

"I'M NOT DONE WITH YOU!" Cried out a angry voice.

Looking up, Nefarius found Ben heading towards him with his whole body engulfed in green flames..The hero swung his foot at Nefarius as he shouted.

"Fire dragon Mighty Kick!"

Once the attack came, Nefarius tried to hold it at bay. However that failed cause his foot broke right out of the villain's grip and hit him right in the face..It was so strong that it knocked Nefarius right into the ground.

For a short time, Ben panted. To him he wasn't tired out yet. In fact he would have acted out immediately again, if not that he suddenly felt a whole lot of energy shoot right through his body.

Questions popped into his mind that he was about to answer, but didn't have to. Timmy suddenly appeared on his shoulder. His clothes was now a pink leather coat (Wanda), green pants (Cosmo) and a purple watch (Poof).

"Timmy, what are you doing here?" Ben asked.

"I'm here to help you out, dude." Timmy replied.

Ben sighed, "Dude, I appreciate it, but I already have Nefarius on the ropes. I don't need any casualties."

Timmy was about to reply about Ben's statement, when suddenly the clouds became really dark. The wind then picked up so harshly that Ben found it hard to hold on. Then to make matters worse, a tornado formed right from above and sucked them in its current.

Both boys screamed as they kept going. Timmy reached into his coat's pocket and pulled out a card. It had some English writings at the bottom with the Omnitrix symbol on the center.

"Dragon storm! Activaaaate!"

Immediately Ben's wings became engulfed in flames, which increased its power greatly. With a huge flap of his wings, the tornado was dispersed.

"Wow! What did I just do?!" Ben asked in surprise.

"Actually we did it." Timmy told him as he held out the card he used. "I -well Wanda- found out that these cards are the powers you can use. That means we can give Nefarius a serious beat down."

"Awesome!"

"It so is! Now let's go kick some serious butts, Dragnelle!" Timmy exclaimed out loud.

For a moment Ben stared at Timmy because of the name he mentioned. But that changed when he nodded and flew off.

The wind suddenly picked up harshly, but it wasn't a problem for the heroes. They flew right through it, even when lightning came their way.

Ben was astonished, "Wow! We're doing great!"

"I know right! Timmy agreed.

"Timmy, we gotta talk about your wish." Wanda spoke up. From the expression on her face, she was really worried. She said. "Transfering all the power of the giant wand into Ben is really risky. Maybe we should send it back."

"You did what!?" Ben yelled.

Timmy smiled sheepishly, "I kind of wished you had all the Giant Wand's power. Hehe...sorry about that. But at least I had every fairy wished away to safety."

"Guys, look out!" Poof shouted.

Immediately as Poof shouted that, three large lightning bolts came out of no where and hit the hero. Dragnelle gritted his teeth as he expected surge of pain, but nothing really happened.

"Uh what just happened?" Ben asked.

"It's easy, Benjy." Cosmo said.

"It's Ben!"

"Right, Bennyham."

"Urgh!"

Poof intervened, "Sorry about that, Ben. What my dad means to say is that the fairy magic in you makes you invincible!"

"Nice!" Ben smirked

Dragnelle's whole body began to tingle as yellowish sparkling aura came all over him. With this new power. he flew off in a speed so fast that it would put any universal speed force to shame.

Suddenly everywhere became filled with fogs, but it wasn't a problem for the heroes and their fairies. Wanda poofed an eye seeing goggle that allowed him to see through the fog. Dragnelle's eyes easily picked up Nefarius.

"Ability card activate!" Timmy shouted as he held another card. "Fire Dragon Force Drive!"

Dragnelle felt a large amount of powet rush through his entire body. He flew right at Nefarius and threw a power Nefarius. It didn't end there though. Dragnelle kept coming with more blows than any one could keep track off. He hit Nefarius from every part of his body, before coming from the back again and kicking him right at the back head.

Nefarius hit the ground so terribly that the shockwave levelled down so many houses in Fairy World. His body body shook as he felt every pain course through his body.

Dragnelle landed on the ground, with his eyes open. Upon spotting Ben, Nefarius got up from the ground and flew at the large humanoid hero. His whole body became covered in green ghostly aura

However, once Dragnelle snapped both eyes open, a force so strong and sudden sent Nefarius flew for a mile away.

"Time to try out some fairy magic." Ben said with a tone of excitement.

Just as the hero said that, his two hands were occupied by two swords. His hands gripped the weapons tightly before he charged really fast at Nefarius.

At that same time, Nefarius just got up, though barely. But nothing could prepare him for the numerous attacks he was about to get.

Dragnelle approached the weakened villain in seconds. He first slashed his blade right at Nefarius's chest that caused the villain to cry out in pain, but it didn't end there. Nefarius revolted as he backhanded the hero. It only pushed Dragnelle a bit far, but the hero was still on his feet.

Though weakened, Nefarius held an open hand at Dragnelle and shot a direct ecto beam at him. It came fast, but the hero didn't make any move to get out of the hero. Instead he held both sword in a X position and straightened his wings.

Another huge surge of energy flowed through Dragnelle. He then used his wings to maximize his power as he then charged right through the beams even though his legs didn't leave the ground. By the time he got to Nefarius it was too late for the villain. Dragnelle swung his left sword at the used Nefarius was using, which cut it clean off.

Nefarius let out a loud cry of pain. He turned back, when suddenly Dragnelle came from that direction and cut the other hand off. Then he skidded his feet through the ground as he turned around and cut the villain leg right off.

The supervillain's cry became louder from each attack. Dragnelle was swift and very deadly than usual. Nefarius could see this and tried hopping back with his one foot. However that only created the space Dragnelle needed to spun his body around and slash his chest. Then the final attack came when he spun his body one last time and punch Nefarius right in the face.

Such power of Dragnelle threw Nefarius really far away. Not only that, but it made a impact force that broke through the ground itself. Fairly World shook just from the last blow.

"You ready?" Timmy grew a smirk as he looked at Ben.

"You know it!" Dragnelle responded with a wide grin

Dragnelle shot right off the ground. His entire body glowed so much brighter than before, and it was really terrifying. Timmy brought out two cards and shouted out the commands.

"Double Ability Cards Activate!"

Both cards glowed really bright.

"Fire Dragon mighty wing slash!"

Suddenly Dragnelle's wings became engulfed in fire. The young hero spread them out which showed just how strong the flames are.

"Plus, Fire Dragon mighty..."

"IRON IMPACT FISTS!" Dragnelle finished.

Suddenly both of Dragnelle's were engulfed in fire. With the new surge of power, he flew right off with so much speed that it was faster than a super nova. His sight were locked on Nefarius, who he crashed right on and as a result created an impact so devastating that it blew apart a quater of Fairy World. Last to be heading was Nefarius's scream.

A huge pink dust cloud covered everywhere. It would take an hour for it to clear off, but it suddenly did right away to reveal Dragnelle in a pose. His right knee was on the ground while the other was straight backwards. His breathing was heavy as his fist was just at the new edge of Fairy World, due to some of it being blown off.

Some time after, Dragnelle stood up to his feet. He looked around him in search of Nefarius, but found no trace of the supervillain.

Timmy looked around too, but like his friend he found nothing.

"Did we beat him?" Timmy asked.

"I think so." Ben answered, "I don't sense his energy signature."

"Then does that mean we..."

"Yes, Timmy. We won."

Timmy smiled so wide and exclaimed so loud in happiness. His fairies poofed off from being his clothes and joined in the happy moment.

Dragnelle smiled a bit, but it turned to a frown. Timmy and his fairies didn't know until Timmy turned his head to his friend.

"Uh, dude, why the frown? We won."

"Yes, but the cost of it was a lot." Ben replied and sighed.

Cosmo then interfered, "I know right. You and Timmy sure did a huge mess on Fairy World. It's a whole lot worse than the usual than the destruction Timmy causes and trust me that's a loooooot."

"Shut up, Cosmo!" Everyone shouted at the fairy at the same time.

Timmy sighed and smiled a bit. "Dude, I know what you mean. Now normally I'm not the one for comforting, but I'll give it a try. I lost a lot too. That was my earth, not yours. My friends...family...life...all gone now. I know this is really hard on you, but it is for me too. But don't let that stop you, Ben. You still have your own earth with your friends and family that are still waiting for you. So try to hang in there, Ben. Please...okay?"

A few tears ran down the brown haired teen's cheeks. He sniffed a bit as he wiped it off. Dragnelle nodded a bit as he returned a pleased smile.

"Thank you, Timmy."

"No problem, dude."

Cosmo, Wanda and Poof were holding back tears. The wave of emotions they felt was so much that they let out fountain of tears from their eyes.

"That was so-so-so beautiful!" Wanda cried.

"I know right! Usually Timmy is too dumb to think this stuff up." Cosmo cried too.

Timmy glared at Cosmo. "I'm right here! And for the record, it was mum forcing me to watch those angst romance movies that got me to say that!"

Dragnelle chuckled from the humor. Everyone stopped what they were doing and joined in on the humor too. The best to guess now is that things are gonna go well.

*****************)

Above what is left of Fairy World, Dragnelle flew to the the Power Plant. The Big Wanda was inactive as its star was black. That was easily known because Dragnelle had all the Fairy magic within him. But that was not why he, Timmy and the fairies were there. Timmy had Sparky stay away from the battle just so he can be safe.

"Again, tell me where Sparky is?" Dragnelle asked.

Timmy looked right below in search of any sign of his dog. When he spotted a yellow dot waving at them, he pointed the direction.

"Over there."

Dragnelle nodded and flew down to the direction. He landed on the ground, allowing Timmy and his fairies to meet up with the dog.

Sparky ran to them and began to pant heavily. That worried Timmy a bit as he asked.

"Sparky, what's wrong?"

"I-I found thi-this bone." Sparky said and put a huge size bone in his mouth.

"Is that all?" Timmy have him a look.

"Yes - oh wait no. We got to get out of here now."

"Why?"

"Because this whole place is a mine trap!"

"What!?" This time everyone shouted in shock.

Suddenly green lines formed right on the surface of Fairy World. It only spread around the Power Plant as it went different ways to form a large circle with green circuits.

Before Dragnelle could react, he felt so much of his power rush right of his body. It was so painful that Dragnelle cried out in pain. Timmy and his fairies watched in horror as sparkles of what are actually the Big Wand's magic fly right out his body.

"Ben, quick! The magic is leaving you, you got to change back!" Timmy let out his voice as loud as he could.

"I CAAAAN'T!"

Quickly, Timmy turned to his fairies in hope of stopping what was happening.

"Guys, I wish this all stopped!"

All his fairies raised their magical item both nothing happened. Looking at the items, they found that the star on them was dead.

Wanda looked at her godson with a horrified look and said words that made Timmy feel a scared shudder.

"We can't!"

Cosmo laughed a bit. "Haha! I feel tingly!"

Everyone turned their attention to the green haired fairy and found that half his body was gone and the rest was turning into dust that flew up to the air.

"Cosmo, you're disappearing!" Timmy stated in fear.

"Uh oh." Cosmo said as he looked at himself. His head was the last to go, so he used that opportunity to look at Timmy. "Goodbye, Timmy. I love you."

Cosmo's head turned into dust, right in front of his family. Timmy and the others cried out as the fairy was totally gone. But the worse hasn't even started yet.

Wanda, Poof and Sparky suddenly found themselves evaporating into dust like Cosmo. They flew to Timmy with tearful eyes and hug him so tight so they won't go. Timmy did the same, but their faith already sealed. They were completely evaporated like Cosmo, though Timmu could hear their voices for the last time.

"Bye, Sports." Wanda said

"I'll miss you, godbrother." Poof said.

"Best dog owner ever." Sparky said.

Tears streamed right out of Timmy's eyes. His worse nightmare has finally come to life. He hoped that what was happening was really a nightmare and that he'll wake up. But he knew very well that it wasn't.

Another rise in Ben's voice caught Timmy's attention. He turned back and saw Ben's body become engulfed in a green and red light. His body formed back to ball form before he fell to the ground. Then the Omnitrix timed out amd changed him back to normal.

"Beeeeen!"

Timmy cried out. He lost everything now. His fairies, family and friends are all gone now. But Ben was still around, though unconscious. But nonetheless he ran to the unconscioud him and went on his knees. Then he carried the upper body and lay it on his legs.

"Come on, Ben, you got to wake up and stop this! Please I know you can. My whole world just got shattered and disappeared."

Suddenly the buildings around them evaporated too. Timmy looked all around him and saw as thousands of fairies appeared around him. He had a deep bad feeling that things were just about to get worse, and indeed they did.

All the fairies began to evaporate into dust like his fairies did. He saw fairies that he knew like Cupid, Jorgen, the Tooth Fairy and the Magic Council evaporate into dust. The rest were also turned to dust and now it was only Timmy and Ben left.

Timmy allowed his eyes to watch as all the dust fly up in the air and spun around like a tornado. Green lightning flashed so violently as the fairy dusts went faster and formed into a familiar looking being that caught Timmy by shock and fear.

"Guess who's back?" The being chuckled.

Timmy knew very well that the being was none other than Nefarius. The being's whole body began to charge with so much pink electricity, causing him to growl. His lips formed into a grin as his body began to evolve.

"The mutagen...combined with ghost powers and Fairy magic and my own powers hurts so much. But now...NOW I AM ULTIMATE LIFEFORM! HAHAHAHAHAHAHA!"

Just as he said that, a light blue and brown armor covered his body. His chin grew longer as his teeth became smaller but so snap. He grew another set on arms under his other hands, a long cyborg tail and large wings.

With a loud and powerful roar, Nefarius was fully transformed to an invincible being of pure evil.

Timmy was frozen in shock. His heart was being so rapidly as he still experienced the horrors he just went through.

Nefarius spotted the two teens and stomps his feet on the ground. Instantly it broke the ground so harshly that Timmy and the unconscious Ben were blown away. The next Timmy new was that he was standing on a lone rock.

The buck tooth teen screamed as he held on to it so he wouldn't fall. He then heard laughter and saw Nefarius standing right in front of him in his 20 feet tall size.

"What's the matter, human, did I...blow your mind? Haha."

"Shut it!" Timmy retorted. He held back every fear he held, though he couldn't hold back the tears. He then spoke. "We destroyed you! Just how the heck are you still alive!?"

"Hasty, aren't we?" Nefarius chuckled. "I guess I do owe you an explanation. You see, this isn't my first time almosy dying in the hands of Tennyson. So if you remember when I punched my fist on the ground, after when your fairies saved you and him, I actually sent an ancient spell that will revive me by collecting a large amount of power of the targetted victim. Of course your dumb dog found out about it by his fairy nose and tried to warm you. But it was too late."

"You monster!" Timmy cried out in pure anger. "Bring back my fairies! You got to give them back to me! We love each other, understand each other, so please give them back to me!"

"Sorry, kid, but I don't obey humans." Nefarius said with a satisfied tone.

Nefarius's right eye flashed a bit. Timmy saw it and felt really light in the mind. His body instantly felt weak, before he then fell to the ground.

Nefarius chuckled and spit into a large crack. The small thing glowed various colors as it went to the center of Fairy World.

The supervillain let his wings spread open before he took off to the air. It was at that point that Ben came, though stumbling due to lack of strength. But despite it he was able to kneel right next to Timmy.

Ben had heard everything Nefarius said to Timmy. It really made Ben mad, knowing that yet again he failed. His intention was to use the Omnitrix again, but it was out of power and his own body felt weak. It had taken some tries before he mustered the strength to walk.

Timmy let out a weak moan as his eyes opened. He saw Ben, looking really beat up and weak.

"I'm gonna die aren't I?" Timmy asked the first thing that came to mind

"No...you won't...I won't let you." Ben replied, though with sadness.

The young hero received a smile from the buck tooth teen. He was able to touch his hand on Ben's as he spoke again.

"Don't blame yourself. Wow, it's funny really...even while I'm about to die...my mind still has a short attention span and I'm thinking of one of those angst scenes my mum got me to watch. It was boring at first...but then when I saw the hero watch as all that he work for die, he still got up and fought to avenge them."

"Timmy...what are you trying to say?" Ben said, though no he was finding it hard to say the right words. "I can't do anything. Nefarius wins."

"So what? The Ben Tennyson I knew was strong to the bitter end. Remember when Dani supposedly died, well you were always the first to believe the possibility that she was alive. So don't give up now. Avenge us."

Just as Timmy finished saying that, his whole body was encased in crystal. Ben watched with tearful eyes as Timmy's whole body was turned into crystal. He held the crystal and cried his eyes out. But then it exploded into small sparkling lights.

Finally Ben couldn't take it anymore. He let out a cry so loud that his voice dried out. But still he kept crying with his eyes shut closed. It was a sudden familar laughter that made him to stop.

Looking up, Ben saw Nefarius hovering above him and laughting. The young hero felt so much emotiom rush all at once upon seeing the villain that has killed millions just for ultimate power and to get back at him.

Nefarius knew the pain Ben was feeling. He could feel it just from where he was. His tongue licked his lips before he then spoke up.

"I told you before that I will take everyone from you. I've barely begun, Tennyson. I will take your family, those pathetic teen titans, the Bakugan Brawlers, Juniper Lee and lastly Daniella Phantom. Until then, you're just gonna have to wait for them in the afterlife. Goodbye, Ben10."

Once Nefarius finished, he flew right out of sight. Ben suddenly found the ground shaking as Nefarius's little, but powerful spit, began to destroy Fairy World. In seconds, it exploded into nothing. and Ben with it.

****************(CHAPTER END)

Oh wow...I really made the biggest cliffhanger. Even when I wrote it all, I had a really bad and good chill. Timmy's words really moved me. Before you guys say that he was OOC, try to remember that in those special one hour movies Timmy was always positive when hope seemed lost. So since he's thirteen in this, that just means that it grew more.

Anyway did you find the anime references. Well if you didn't, I'll just write them below.

Bakugan - The action fight scenes with Dragnelle

Fairy Tail - Dragnelle's attacks are almost similar to Natsu's attacks. Even the names are almost similar.

Fairy Tail (2) - Dragnelle's name is partly based on Natsu's last name which is Dragneel. But it's also psrtly from Daniella, though I changed the "a" to an "e" so it will not sound girly.

Sword Art Online - The dual sword fight Dragnelle did on Nefarius is based on the fighting in the anime. I was editted it out, but then I thought I might as well keep it.

Guilty Crown - The scene with Timmy turn into a crystal is based from what happened to a main character. Even the part with Ben crying is from the anime's hero.

Anyway now to the reviews

(REVIEW REPLIES)

Switch - On - 97: Thank you so much. I really try my best to make my readers feel the feel. I look forward to hearing what you think of this mau 2000: Alright, I'll continue the sequels. I don't know about using the characters you listed out yet. But I can say that they have a chance of appearing, except Ghost Rider.

Ben 10 Madness: Yeah I totally agree. This story keeps getting hectic, but in a way it's interesting. I'm really glad to hear from you.

Hero Time 18: Shocksquatch? Maybe, but he already did in Hero meets Ninja Turtles. Ultimate Way Big won't appear in this story, mostly cause Ben doesn't have the Ultimatrix. As for Alien X, the possibility is very high.

(REVIEWS OVER)

That's all for now. I really want to say a big thank you for all your reviews. To be honest I was losing the inspiration to go on due to lack of reviews, but after that much that I got, it really made my day. I'm sorry for the late update, but at least I got to update now even though I typed all of this on my phone.

Please let me know of what you like of this chapter. I'll try to update sooner. Take care everyone.