Ultimate Fairy

Chapter 57: Edolas
Part III

Last time on Ultimate Fairy…

"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.

"I'm back!" Ben said his body was back to its normal appearance "And I'm fully charged." he said looking at the Omnitrix.

"Omnitrix has corrected DNA alteration, DNA alteration changed moments ago allowing Omnitrix to speed previous estimates, human default DNA has properly adjusted to changes." the Omnitrix said to Ben.

"What is happening!?" Byro said not understanding what was going on.

"I'll keep it short and sweet, 'It's Hero Time'!" Ben said slamming down the Omnitrix "Swampfire!" he said loudly "You guys ready for some payback!" he said igniting his palms.

Knightwalker did not like her odds against so many people, she looked down to the guns they used to drain her former prisoners' power and quickly grabbed one.

"You're gonna try and steal our magic even while outnumbered?" Swampfire asked as that seemed dumb even for Knightwalker.

"The opposite actually." Knightwalker said as she reversed the stream and shot some of the magic she stole into her weapon the Ten Commandments and it glowed purple for a brief moment.

"You can't possibly think you can fight us all." Erza said as to further prove her point she threw a pill into Natsu and Wendy's mouths.

Natsu swallowed and the moment he did he encased his fists in flames and broke free "Yeah!" he said loudly.

"Still think you can win?" Erza asked her confidently.

"I do actually, Biowulf, Skalamander!" Knightwalker called out as they broke through the walls much like her enemies did.

"You ready for round two?" Rex said as he looked at Biowulf.

"I'll take gecko boy." Gray said to him as he eyed Skalamander.

"You coward, using stolen magical power to put the odds in your favor, you're a coward you're no knight." Erza said not surprised by her actions as Knightwalker was a coward in her opinion.

"I wouldn't act all high and mighty, you will be defeated here." Knightwalker said to her.

Swampfire saw Wendy looked a little weak and guessed she and Natsu were still drained from before "Natsu!" he said firing a torrent of flames at him.

Natsu consumed them with great haste "Thanks for the meal man!" he said as he looked to Byro "You." he said unamused as this man helped torture him and his friends.

Swampfire turned into Terraspin then turned into Ultimate Terraspin "Wendy eat this, Tur-bo!" he said using the spell in conjunction with his natural wind powers giving Wendy mana-infused wind.

"No, I won't let you!" Byro said as Natsu was frightening enough he wouldn't allow them to increase their numbers, he tossed another vile of anti-magic liquid at Ultimate Terraspin hitting his shell not seeing him display any sign of pain, and tossed more and more at him.

Wendy began to swallow, but as she did she felt something incredible, this wind was unlike anything she had ever consumed, she gained a small purple glint in her eyes and felt the bracelets on her wrists begin to glow 'When did I get these?' she thought as she didn't remember putting them on, but they felt natural and in place.

Everyone watched as the little girl began to change, her hair turned a purplish pink and she gained feathers around her wrists and ankles, she looked fast and built for speed.

"Is that…the Dragon Force?" Erza asked in surprise seeing Wendy go through such a change, especially at her age.

Natsu was in equal shock as he remembered when he ate that lacrima in the Tower of Heaven, but Wendy seemed so natural as if this was her perfect state.

Before anyone could answer Wendy yanked her arms forward shattering the restraints and breaking the ones around her feet and when she landed on the ground everyone felt it, wind hitting their faces the source being Wendy.

"I feel incredible." Wendy said as she laid her eyes on Knightwalker "Sorry Erza, but I want in, she's up against the Sky Mana Dragon now." she said as the wind she was letting out increased in Knightwalker's direction.

Erza normally would've refused, but given the circumstances and what Ben meant to Wendy she saw she had no right to deny her 'That look in her eyes.' she thought as she saw a similar look in Natsu when he faced Jellal 'This is no child.' she said wondering when it was that started being the case for her.

"Rex we need to finish these guys fast Van Kleiss stole the nanites in my body and I don't know why." Ultimate Terraspin said to him.

"You think I'll let you both get past me?" Biowulf said mockingly.

"Rex was it, allow me to handle this mongrel." Juvia said to him as this man was part of the forces that hurt Ben, someone who was nothing but kind to her and Gajeel despite what they did, she owed him this 'And I get to fight side by side with my darling Gray!' she thought blushing.

Rex smiled as he was reminded of the Juvia he knew from Edolas "Alright let's go Ben." he said smashing a hole into the wall they then escaped through.

"You guys ready to throw down?" Natsu asked his friends punching Byro through a wall, his friends got the same idea and did the same with their targets.

"Gotta say you're gonna go down fast lizard." Gray said as he dodged Skalamander's crystal shots.

"And why's that human?" Skalanader said using his crystal arm as a club and tried smashing Gray, but was surprised when he caught it.

"Cause you're a cold-blooded monster so if I freeze you." Gray said as ice began to spread Skalamander's arms reaching his body.

Skalamander felt the icy cold hit him and soon lost consciousness.

"You had the wrong enemy pal." Gray said as reptiles once reaching a certain temperature shut down entering a form of hibernation to conserve warmth.

"Gray?" a soft voice said as the ice wizard turned to be greeted by the sight of Happy, Carla, and Lucy, but they weren't in top condition.

'Natsu is gonna burn down this kingdom.' Gray thought seeing Happy bleeding from what looked like a sword cut "You ok little man?" he asked him wondering if he needed help.

"I stared down Knightwalker and she got me." Happy said to him, getting a look of pure shock from Gray.

'Wow.' Gray thought as given Erza's counterpart was psychotic, it was a miracle Happy was alive, but to stare her down and challenge her made the ice mage have a higher opinion of Happy.

"How are you here? I thought you were a lacrima?" Lucy asked him curiously.

Gray told them to follow him as he filled them in.

"Oh great, it's you." Gajeel said as he and the group were on their way to the plaza and ran into a familiar hooded face.

"Mystogan." Erza said simply "We don't have time to waste, Ben is in need of our help." she said walking past him.

"The lacrima crystal, you can free the people inside with Dragon Slayer magic." Mystogan said as he said his piece "Meet at the giant lacrima after your business is concluded." he said to them as he left.

"That guy has always been too cryptic for my taste." Gajeel said as he dealt with shady people a lot, but Mystogan was next level.

Erza had to agree "We have information we can use, I'll get us to the lacrima and you will attack it." she said not doubting Mystogan's words as she knew he came from here now.

"Anyway after they freed us we followed Ben's Omnitrix signal with Gajeel's badge." Gray said to her as they rushed her the moment he and Juvia were freed.

Lucy nodded "So what now?" she asked, wondering what the plan was.

"All of us minus Ben and Rex are gonna head to the giant lacrima." Gray said to her "Mystogan may have some plan, but we know squat and we don't know where the lacrima is." he said to her.

"Where is Gajeel." Happy said demandingly "I know where the lacrima is so tell me so I can free our friends!" he said loudly his wings bursting out his back.

Gray would normally be concerned by this behavior, but given how much this place sucked he didn't see the need "He's rampaging outside." he said as Happy flew off.

Carla watched as Happy flew off toward danger, unable to believe this was the same goofball she had come to know 'Be safe Happy.' she thought to herself "Where is Wendy?" she asked Gray.

Gray did not know how to answer her as there was no sure way to tell someone the person they were looking for was fighting the most dangerous female on the planet.

Knightwalker was holding her ground her recently modified weapon filled with mana doing much of the work, but it was not her double that had her on edge, it was Wendy, the look of hate in her eyes and the way the wind danced around her, it made her seemed like something less than human.

Erza was having similar thoughts 'Is this Wendy's true potential?' she thought to herself as this girl was powerful, much more so than she ever was at that age 'I may have to keep my guard up.' she thought as if she wasn't careful Wendy would steal her title as the strongest woman in Fairy Tail.

"Do you know why I hate you?" Wendy asked Knightwalker simply "Do you want to know why you make my blood boil!" she said her voice rising the wind picking up on her sudden outburst.

Knightwalker just stayed quiet as Wendy ranted.

"It's because you have Erza's face." Wendy said as Erza had been nothing but kind to her ever since she came to the guild, this woman was an insult to Erza "You have her face and do so much evil, but the worst thing you did was you tried to hurt Ben, my family!" she said as both Erza's were pushed back a step by Wendy's wind "And now you're gonna pay, you can keep up with Erza, but see if you can keep up with this!" she yelled as pink and blue wisps were coming to Wendy.

'This is mana and ethernano, she's sucking it in along with her wind.' Erza thought in surprise but was even more surprised when she saw Wendy's hands be surrounded by mana 'Wait she's not going to-!?' she thought as Ben told her and Wendy how he beat Zero as Ultimate Terraspin.

"Etherion Mana Tempest!" Wendy shouted wordlessly casting the Tur-bo spell with her hands as she let out a roar, the mana and ethernano becoming a shining whirlwind of energy hitting Knightwalker causing her to spin in the direction of the world and be sent crashing through walls.

Erza was impressed as Wendy cast a unison raid spell of magic, mana, and wind.

Wendy's power seemed to end as her hair returned to its natural blue "Don't mess with my family you cheap knockoff." she said falling over.

Erza smiled as she picked up the little girl-no, this young woman who was coming into her own.

"Wendy!" Carla said flying to her and cried seeing the state she was in.

Erza still didn't trust Carla after all the events, but she was not cruel.

"Erza." Wendy said weakly "Y-you need to stop the king, he's going to use the power he stole from us to make the lacrima crash into and destroy Extalia." she said shocking the two.

'If that lacrima hits it'll explode.' Erza thought as lacrima were explosive substances in raw forms even when stable one wrong move could make them go off.

"Carla, I need you to take me to Extalia." Wendy said as she motioned for Erza to put her down.

"No, it's too dangerous for you child, they are liars and-I'm not a child." Carla was saying till Wendy gently cut her off.

"I am no child Carla, I'm a mage of Fairy Tail and we can't do nothing while people are in danger, I'm asking you to take me there, please." Wendy said to her fighting off some exhaustion.

"You heard her." Erza said looking to Carla "Do not argue, with me or her, you left Magnolia to be absorbed by the Anima, you are being given a similar option to before will you make the same mistake or will you do better and be different?" she asked her as this was her chance to try and make up for her mistakes.

Carla clenched her fist angrily as she hated it, she hated that Erza was right, it made her tremble in sheer rage, but she agreed to take Wendy in the end.

'That man was a demon!' Byro thought as he managed to slip away from Natsu knowing some secret passages, but he was not unscathed as he had more than his fair share of burns.

Byro managed to take many passages and make it to Saint Van Kleiss' chambers.

"Finally complete, but it will take a few moments for it to settle within my body." Van Kleiss said as he held a syringe that was glowing brightly and injected it into his arm "With this I'll be able to generate my own magic power." he said as he no longer had any restrictions "That King has been useful, but now this world is mine." he said laughing a bit feeling every sense of victory.

"Hello, Lily." Mystogan said to Pantherlily who looked at him curiously.

"Do I know you, stranger?" Pantherlily asked as few people called him 'Lily' and they were close to him like Coco.

Mystogan removed his headdress 'Ben will need help.' he thought to himself as he had been gathering power to perform a reverse Anima, but in his preparation, he discovered something to do with 'Saint' Van Kleiss 'I owe him this much at least.' he thought as Ben had done much for him and gone through a lot more if he couldn't send him aid he was no Fairy Tail wizard.

"Prince Jellal?!" Pantherlily said in shock seeing the boy from so long ago.

"I am no prince, but Lily the world is in danger will you help me please?" Mystogan asked him knowing it was a lot to ask, but he didn't have much of a choice.

Lily listened to Mystogan 'Van Kleiss!' he thought to himself as Mystogan informed him he intended to betray the kingdom and was left with a moral dilemma as no matter how he acted he would either kill thousands or be marked as a traitor again "I will help you." he said as no matter what he would help the boy he saved all those years ago.

Mystogan nodded very thankful, he saw Gajeel approach in the distance.

'So this is flying huh, not bad' Gajeel thought to himself liking the feeling as Happy had picked him up as he fought foot soldiers 'Damn that thing is huge.' he thought as the lacrima was larger than he anticipated.

"Pantherlily this is Gajeel." Mystogan said introducing them "Gajeel I need you to leave the lacrima as it is for the meantime, I have a way to send it back to Earthland." he said seeing the annoyed look on his face.

"Then why am I here numbskull!?" Gajeel asked hating pointless errands.

"This is Pantherlily, I heard you were looking for a new cat." Mystogan said seeing the grin on Gajeel's face and the confusion on Lily's

'This is awkward.' Pantherlily thought as given his stature carrying Gajeel seemed awkward.

"You see this guy Happy, you're on notice now for when we get back to the guild!" Gajeel said laughing loudly.

"And you have a Dragon Slayer partner?" Pantherlily asked Happy as he found it odd the Exceeds on Earthland were partnered with Dragon Slayers.

"Aye sir!" Happy said as they made it to the castle "So where is-" he was saying till they heard a massive explosion.

"You want a piece of me, well let me give you all the pieces!" Rath roared as he fought more guards.

"Ugh where the hell is he!?" Rex demanded as they couldn't remember where Van Kleiss' lab was and they were destroying everything in their path.

"Is that…an Exceed?" Pantherlily asked looking at Rath.

"No that's Rath, hey Rath!" Happy said calling him out.

"Happy!" Rath said in rare moment of happy excitement "Hey little buddy!" he said before seeing Pantherlily and the two stared the other down.

Gajeel noticed something as they did "Are you…puffing out your chest?" he asked the man-sized cat.

Pantherlily seemed really intent on focusing "Yes." he said quickly and strained.

"We don't have time for this where-" Rex was saying till a red portal swallowed them up and they were in an amusement park "-is Van Kleiss?" he asked seeing what happened "Damn it Breach!" he said knowing the culprit.

Rath changed back to Ben "Are we still in the castle?" he asked no one in particular as he took out Erza's badge which he still had from earlier "Hell, we are." he said not understanding the point of an amusement park in a castle.

"So Van Kleiss thinks he can betray me does he." Faust said in annoyance as Byro gave him his report and explained all the magic he had gotten from the prisoners "We got that much power?" he asked as Byro explained how much he got from Ben.

"Yes master this being had so much raw magic power it eclipsed that of the Dragon Slayers, Knightwalker used a small portion and her weapon seemed as if it doubled in strength." Byro said to him as Knightwalker was correct in her assumption that they should capture Ben.

"Hmmm siphon some power and add it to the Dorma Anim, if Van Kleiss is going to betray us, I want the Dorma Anim at full power and more." Faust said as he always wanted more for himself and for his kingdom anything other than the best was unacceptable.

Byro nodded "It shall be done my king, but may I make a small request may I add some magic to my Octopus liquid?" he asked needing more power to deal with the slayers.

Unknown to them Coco had snuck behind them and had stolen the key.

"Put it down Coco." Faust said as while old he had grown so accustomed to Coco's footsteps that no matter how quiet they were, he could hear the patter of her feet.

Coco knew what the plan was and ever since Van Kleiss and the Earthlanders had arrived she noticed her king was becoming someone else entirely "I can't." she said to him as Lily was guarding the lacrima his life was worth more to her than any amount of magic power.

"I will not ask again Coco." Faust said his temper rising and he became enraged when he saw her run, he aimed his staff for her feet and shot lightning out of it making her fall, but even in pain she got up and ran again "After her we need that key!" he said to Byro who did as instructed, but not before siphoning some magic for his liquid vials "Guard I need you to retrieve someone for me." he said to an attending guard.

"What the hell?" Ben asked seeing Natsu was in a girl's swimsuit.

Rex was right behind him "Amigo por favor do our eyes a favor and put on some clothes!" he said as he needed his mind bleached after seeing Natsu like that.

After a short awkward moment that no one ever wished to discuss…ever.

"A wand, is he serious?" Rex asked as he lived in Edolas and that still seemed corny.

"You want to take the honors?" Ben asked him as he was sure his cousin would feel insulted by Hughes's choice of weaponry.

"Ok look wanted man number one and my battery, I got your power running through this baby and there ain't nothing-!" Hughes was saying till he heard something drop to the ground and saw it was part of his wand he looked to Rex seeing he make his sword and silently cut his wand in half.

Lucy saw the now defenseless Hughes and punched him in the face for sending his monster army after her.

"Lily?" Hughes asked from on the ground "Why are you helping them?" he asked him wondering how he of all people betrayed them.

"Sorry Hughes, but I prefer no magic to mass death and enslavement." Pantherlily said to him.

"What's he talking about?" Lucy asked as the others looked at him.

"Former Saint Van Kleiss is attempting a coup and is going to try and take control of the kingdom, he has injected himself with Alpha and Omega nanites." Byro said revealing himself having caught Coco.

"You!" Natsu said angrily.

"Coco!" Pantherlily said seeing the child's feet "Byro!" he said roaring at the small man.

"She betrayed us by stealing the key Pantherlily and so have you, but you can come back to the right side." Byro said to him offering him to join him.

"No." Pantherlily said not even needing a moment to think as his prince asked for his help, Coco was hurt, and many lives were at stake if he didn't help the people he previously deemed the enemy.

"Pity." Byro said holding up a glowing pink liquid "Your power it's incredible!" he said as he began to grow "We shall have it all!" he said as he became monstrous.

"He's using my mana to increase the potency of that liquid." Ben said as his mana was probably sending whatever that was into overdrive "This must be this world's version of Take Over magic." he said to the others 'He looks like the Krakken.' he thought to himself seeing man gain a more solid body that it and had eight tentacles coming out and had two tentacles coming from his upper lip.

"Go." Pantherlily said drawing his sword as he approached Byro.

Gajeel walked up beside him "You didn't just become my cat to bite it to some fish monster." he said as they approached Byro "He fed on my friend's power meaning his power is no joke, we gotta do this together." he said not giving him much room for argument.

"Hold up this guy hurt Ben, I want in on the action." Natsu said walking next to them.

Gajeel would've usually told Natsu to screw off, but if Byro hurt Ben he deserved all the ass-kicking they were about to unleash on him.

"Lily!" Coco yelled from her position in Byro's tentacles.

"Ben Tennyson Rex Salazar, Van Kleiss is located east of this location." Lily said to them "We shall fight Byro, now please save my homeland." he said not sure what was truly his home now Extalia or the kingdom, but it didn't matter both were in danger.

"You guys got this?" Ben asked his friends.

"I'll chop him into sushi!" Gajeel said making his Iron Dragon Sword appear.

"And I'll cook him!" Natsu said with a normal predatory grin he had when fighting.

"You eat sushi raw charcoal breath!" Gajeel said to him.

"Shut your trap rust head!" Natsu said as they argued.

Ben and Rex left after that.

"Are you two ready?" Pantherlily said as his sword extended.

"You think you can defeat me, I have pure magic power running through my veins, you cant-!" Byro was saying till he felt two of his tentacles drop to the floor.

"Your voice is annoying." Gajeel said as he cut one of the tentacles while Lily hit the one that got Coco and rescued her handing her to Lucy.

"Fire Dragon Brilliant Flame!" Natsu said sending a massive fireball at Byro sending him back crashing into the theme park.

"Iron Dragon Club!" Gajeel said aiming for Byro's face as it extended.

Lily used Bustermarm to slice off another of Byro's tentacles "You'll pay for harming Coco Byro, and you'll pay for it with your blood!" he said as Byro had five tentacles remaining and he'd make sure he'd have none by the end of this battle.

"Your friends are pretty tough Ben." Rex said to him as they ran to the lab.

"Thanks, I'm sure they'll be fine." Ben said confidently "What will we do when we see Van Kleiss, having an Alpha and Omega nanite isn't gonna be good for us." he said as he doubted it'd be as easy as before with Alpha-Omega.

"No idea, to make things worse when he stole my original nanites he gained the power to turn people into EVOs and Alpha had tech powers of his own to start with." Rex said having no idea what Alpha would do to Van Kleiss.

"What about the Omega?" Ben asked curiously.

"Last time Van Kleiss had that in him, it was faulty and it made him into a giant ugly fiery chimera monster, but now that he fixed it and added a lacrima to the battery there is no telling what he'll be able to do." Rex said to him.

"I'm sure I regained some charge after the fights we've had." Ben said looking down at the Omnitrix.

"Wait till we see Van Kleiss." Rex said as it was best to hold back and wait till they knew what they were dealing with.

They both made it back to the lab seeing Byro was telling the truth as the nanites were gone.

"Ah, Rex come to see me ascend." Van Kleiss said arrogantly as he saw the two enter "Ah Mr Tennyson I see you regained your humanity." he said seeing the boy was no longer purple.

"Let's cut to the chase Kleiss, we know you have the nanites." Ben said to him not in the mood for the classic villain back and forth.

"Nanite my dear boy, singular." Van Kleiss said to him seeing their confusion "I took a principle from the meta-nanites and made it so Alpha and Omega would interlock forming one singular nanite destroying their flaws and making it the perfect nanite." he said to them.

"Um, Rex a little explanation would be nice." Ben said as he was more used to alien tech.

"Alpha ate my nanites remember and when he got the Omega he fed his own nanite indefinitely, Van Kleiss made it so the Alpha no longer has a need to feed, it's unrestrained." Rex said to him.

"A+ Rex I must say you certainly have improved." Van Kleiss said to him as he clapped his hands "But one little note, you forgot Alpha stores memory like a computer with data everything he has done, seen, absorbed is now mine." he said as a yellow hourglass symbol appeared on his left palm of his arm gauntlet and yellow circuitry lines did as well as metal and vine whip was made out of his right hand.

Ben saw this and was shocked to his core "He has our powers." he said in shock.

"All of Rex's Omega builds and a set of your alien DNA." Van Kleiss said to him as the yellow symbol shined and there stood a ten-foot-tall brown mesh of tree bark and vine version of Van Kleiss "Wildvine is this forms name, quite interesting." he said examining himself seeing the advantages it has with his powers of nature.

"On a scale of one to ten, how screwed are we?" Rex asked as with his Omega builds and even a fraction of Ben's aliens they were screwed.

"Your builds and my powers, I'd say very." Ben said transforming "Swampfire!" he said erecting a wall of vines and blasting fire at him "If he has a set of my aliens from Alpha, we know he has Four arms, Humungousaur, Heatblast, and now Wildvine!" he said firing at him.

"That's four what else could he have?" Rex asked him.

"Let's find out." Van Kleiss said slamming the dial on his chest "Ugh this form is putrid!" he said being a small reptile.

"Oh thank everything it's Upchuck!" Swampfire said as he slammed his dial "Echo-Echo!" he said making duplicates and began screaming at him.

Rex built his Slam Cannon and shot at Van Kleiss sending him crashing into a wall "Oh man seriously VK if you're gonna transform into some at least make sure you know how to use it." he said laughing at him.

Van Kleiss was not amused with this form not understanding its function, he hit the dial again "Rath!" he said loudly, he was skinny, but still muscular he had Van Kleiss' lab coat but no sleeves, but he had a crown made of wood and the fingertips of his left hand were claw-like and not human with needle tips.

Echo-Echo combined and slammed his dial into Wildmutt and slammed the dial again "Ultimate Wildmutt!" he growled out "I'll show you who the top dog is Van-" he was saying till Van Kleiss' arm turned into a whip again and wrapped around his neck "You ain't the only one who has an extra appendage." he said having his tail sting Van Kleiss.

Van Kleiss pulled his hand back his right arm feeling numb "You will regret that Ben Tennyson, I Van Kleiss will make you suffer and rue the day-!" he was saying till Rex slammed his face with his Funchucks.

"I am through with you!" Rex said as he kept slamming into Van Kleiss with his Funchucks.

The fight was getting intense for the pair of heroes.

"Erza?" Gajeel said in confusion catching her scent as she was dressed as Knightwalker.

"Gray, do you believe we can steal the Dragon Chain Cannon?" Erza asked thinking if she brought them as prisoners it'd sell.

"Maybe if we can find the controls." Gray said to her "But what about Ben's mana it's not pure Dragon Slayer magic." he said pointing out that fact to her.

"We don't need to do jack, Mystogan is making a reverse Anima so we don't need to do anything at all." Gajeel said to them not seeing the point of this plan if their friends would be saved.

"Is this the only key Coco?" Pantherlily asked her as he was carrying her on his back.

"It was the only one I found." Coco said to him.

"Listen if there was a spare these clowns wouldn't have followed her." Gray said to them looking at Sugarboy.

"That's where you're wrong." Sugarboy said from the floor "We still have the mold and I'm sure his majesty sent for Skalamander." he said cheekily as he chuckled.

"What how can he-!?" Gray was saying till he realized Skalamander made crystals and with a mold he could make a perfect copy.

They were intterupted when the ground began to shake.

"Thank you for your service Skalamander." Faust said as he looked at the half-frozen lizard, he seemed unaware of Van Kleiss' betrayal which worked in his favor "Guards send him to the dungeon and as a reward give him a blanket." he said as the guards were able to wrangle the giant lizard man as he was still too cold.

"It has begun, I shall go to Extalia and prepare for the collison." Pantherlily said as he unleashed his wings.

"We're coming to." Gray said to him.

"I have an idea where the stables are." Erza said to them as Pantherlily left with Gajeel and they followed close behind.

"Stop throwing rocks you cowards!" Happy said loudly as he saw people throw rocks at Wendy and Carla and he refused to stand by "They came here to save your lives and warn you, but you have the nerve to throw rocks at them, well I won't allow it!" he said as his wings came out and people backed up in surprise "Throw something else at them see how long it will take before I send you flying!" he said making sure no one couldn't hear him.

Inside the crowd was a motherly-looking blue cat with a white cat with a brown beard looking particularly angry "He certainly has your temper Lucky." the blue cat said proudly.

"Bah, he just has more stones than these worthless morons Mari!" Lucky said as tears were coming down his face.

"Please move out of the way!" Nabi said as he made it through the crowd swiping his paw even faster as if due to stress "Now see here humans and fall-!" was all he got out before Happy clocked him in the face.

"Let me tell you something Nabi of Extalia." Happy said in a wave of calm anger that sent chills down everyone's spine "The king is sending a giant lacrima here and it'll destroy your kingdom, but you all decide to laugh at the people who wanted to help you, well let me tell you something, my family is in the lacrima and I should be doing everything in my power to help them, but I'm here doing the right thing trying to save them and you, I'm more of an Exceed than all of you!" he said to them as his wings shined a blue color.

Nabi was rubbing his nose, but he trembled when he heard what Happy said.

"He's right you fools!" Pantherlily said having arrived moments ago as he pointed in the distance "If you do not believe his words look with your eyes!" he said as his people were idiots for not seeing the giant snake-like contraption coming from out the castle

The Exceeds all looked and saw that there was something coming from out of the castle connecting to the giant lacrima in the distance.

"I don't care about Extalia, but I will do whatever it takes to save lives cause I'm a member of the strongest guild ever!" Happy said even louder than before.

'Geez is this fuzzball channeling Rath?' Gajeel thought to himself as he was gaining a lot of respect for the fuzzball.

"We do not have time to waste here." Erza said requipping her Black Wing armor "You all have a choice stay here and die or run away or fight for your home." she said as those were the only options.

"What's the plan Erza." Happy said being first to volunteer.

'He'd make one hell of a soldier.' Pantherlily thought as he saw spirit in the young Exceed which was more than he could say for the older than him members of their race.

"You're right young man." a large cat dressed in regal clothing "Happy, Carla, and Pantherlily." she said bowing her head and confusing all her subjects.

"We sure Happy is from this place?" Gray asked as a lot of the cats seemed like idiots with all the lies.

"I'm sure." Erza said as she saw a set of Exceeds one being very loud and one being very kind, both sharing looks and personality traits similar to Happy 'Happy has truly grown.' she thought proud of the Exceed for making his own opinions and choices.

The Queen went on to reveal the truth about their kingdom and the lies they had all, the people were quick to deny it saying she was lying herself, but she stripped her royal clothing till she was wearing little else and revealed she was born with one wing and could see the future, the elders as well admitted to the role they played in this.

'Wait I can see the future as well.' Carla thought hearing sheer proof of her power from another Exceed.

They were all interrupted by a loud nearby explosion.

"Dude you have a hoverboard?" Water Hazard asked Rex as Van Kleiss had turned into Heatblast and was using both Rex's Bad Axes and Sky Slyder.

"I have everything." Rex said as he was starting to think their odds weren't so good.

"You certainly do Rex, but now it is time to end this." Van Kleiss said making a fireball.

"Van Kleiss!" Pantherlily said calling him out.

"Ah Pantherlily an opportune moment, I have grown bored of playing with these ants and I can't seem to find my subordinates." Van Kleiss said as his metal arm extended and he grabbed Lily by his throat "I'll just have to make a new one." he said as Lily began to glow a bright yellow.

"No!" Rex said as the light died down and in Lily's place was a massive figure, he had twin claws coming out of his fists similar to Rath coming out of his hands and white tiger stripes.

"What did he do to my cat!" Gajeel said loudly.

"He made him go Evo." Rex said seeing the similarities between him and Rath.

"My my it seems I can now dictate the change as well as control my pawns." Van Kleiss said liking this development "Your Ultimatrix is certainly interesting Mr. Tennyson, pardon me I meant Water Hazard, I'll enjoy studying it once I remove it from your corpse." he said tauntingly as he fully intended on claiming his and Rex's lives this day.

"We need to change him back for humans if he stays that way too long it'll be permanent, I think the time is shorter for animals." Rex said to Water Hazard looking at Pantherlily.

Water Hazard transformed to Rath "Time to see who the top cat is Lily, mano a mano!" he said as both cat men charged each other.

"Hey, Van Kleiss!" Natsu said tackling the evil man "You just became my dinner!" he said eating his flaming head "Rex, go help Ben I got this clown!" he said his words sounding gargled as he ate Van Kleiss.

Rath and Pantherlily were in a battle of blades using their fist blades to fight a new experience for Rath 'Dang he's good… and why does he get two on each fist!' he thought in annoyance feeling cheated "You in there cat man, we need you back!" he shouted as they clashed "Man I'm getting tired." he said as Pantherlily was keeping up with him and more, he was soon sucker punched and fell to the ground hearing a loud ringing in his ears 'Damn it!' he thought to himself.

Rex made his sword the moment he saw Pantherlily take out his to stab Rath who was on the ground "You good man?" he asked Ben as he made his Punk Busters and kicked Pantherlily as he wasn't expecting his attack.

"Ugh, I don't think I can beat him in a straight fight." Rath said as he clutched his head Pantherlily having pounded into it "He was bulked before, but look at him." he said as Pantherlily got up not even scathed.

"Ben!" Wendy called out "Here!" she said as a magic circle appeared around him and Rex "Arms and Armor now go!" she said as both were glowing now.

Rath roared as he charged Pantherlily "Let me tell you something Pantherlily, you can't beat Rath when he has help cause you're just a puppet to an evil dictator, but I'm sure you're a cool guy when you're normal!" he said as they roared and began clawing and punching one another.

"Scarlet!"

"You gotta be kidding me!" Rex said seeing Knightwalker riding on her beast and soon tackling Erza.

"I thought Wendy got you!" Erza said as the magical power Wendy let out was incredibly powerful.

"That pathetic child is nothing, she could never hope to defeat me!" Knightwalker said to her double.

"If I'm so pathetic how come you went down instead of me." Wendy said challengingly about to go in for round two but was stopped by Gray.

"Wendy we don't have time for grudges look." Gray said as the lacrima was getting very close to the island they were on and they could feel the heat of it.

Wendy felt it, but felt something else she looked at her bracelets and saw they were glowing 'Mana?' she thought to herself and remembered something Ben once told her.

"Hey, Ben what is Mana?" Wendy asked him as he was taking a break from practicing with Gajeel and saw him making shapes with his mana.

"Oh mana is life energy, it can take shape in a number of ways." Ben said to her remembering something his cousin said "It's both energy and life force, but you can't make it just do something, you need to guide it and give it shape, mana can't do something just because you want it to." he said to her.

'Is Ben's mana fighting the Dragon Chain Cannon?' Wendy thought to herself channeling her magic into her palms seeing a pink glow.

Everyone saw Wendy go to the edge of Extalia and pushed her hands out and began unleashing a wave of mana 'Ben's mana is fighting the Dragon Chain Cannon so I will too!' she thought to herself.

"Kid has the right idea!" Gajeel said as he ran to the edge.

"I'll help too!" Coco said as she made the beast bash its head into the side.

"Exceeds of Extalia please all of us need to help them, they can not be the only ones to fight for our home, I refuse to stay here and wait to die!" Shagotte said as she flew to the lacrima.

Rath saw what was happening and was tired of this fighting "Sirius butt kicking!" he said kicking Pantherlily in a spinning motion and tackling him from behind "Rex cure him!" he roared holding down Pantherlily as the cat struggled "C'mon man you're to cool to be someone's puppet free yourself!" he said feeling Pantherlily growl and roar.

Rex placed his hand on Pantherlily and drained his nanites "No time for rest we need to go!" he said seeing Pantherlily's confusion.

Rath transformed into Laserscale and felt Erza and Gray climb onto his back as they all began to push the island "We need to use everything all our strength, keep pouring it on!" he roared as he saw all the Exceeds of Extalia arrive and soon Natsu did as well 'Where is Van Kleiss?' he thought to himself.

Pantherlily was brought to tears seeing his people join together feeling all the pain and hate he had to weigh down like this 'I could've stopped this!' he thought feeling a tremendous sense of guilt.

"C'mon Lily we need everyone to stop this and that means you too!" Gajeel called out as he saw him "This is your fight too, no cat of mine would do nothing!" he said to him.

Pantherlily put his grief aside and began pushing with everyone.

They all soon felt the lacrima island stop and saw the crystal glow and disappear.

"It's gone!" Lucy said seeing the lacrima vanish.

"I returned it back to its original state, everyone in Magnolia has returned to normal and everything is back in place." Mystogan said making his appearance.

"About time." Gajeel said as he took long enough in his opinion "Lily look out!" he said calling out to the Exceed.

Pantherlily looked behind him seeing a purple glow and just as he was moving out the way he was blasted through his side and began to fall.

"Damn it!" Erza said as she thought Knightwalker would stay down after she threw her over the island.

"Oh, Rex." Van Kleiss called out his voice somehow traveling to the island from a colosseum.

Rex looked down and glared "Does no one we beat ever stay down?" he asked Laserscale.

"Not in my experience." Laserscale said as Erza could take Knightwalker "Natsu, Wendy, Gajeel mind giving us some help?" he asked as they could have been the edge they needed.

Gajeel looked like he wanted to stay with Lily, but saw he was being tended to "Let's end this punk." he said as he climbed aboard.

"Yeah." Natsu said joining in.

"You've always had my back." Wendy said jumping on as well.

They all rode Laserscale to the colosseum on the opposing side of Van Kleiss.

"Oh brought help I see, won't do you much good." Van Kleiss said to them.

"Wrong Van Kleiss for it is your time to die!" Faust's voice said echoing in every direction.

The team was caught off guard seeing and egg like sphere appear in the center of the arena.

"This is the Dorma Anim, the tool to your destruction, all of you traitors and enemies to my kingdom, you will all fall this day!" Faust said from inside the Dorma Anim "I am the one true ruler of Edolas, you will all die, and I shall have limitless magic power!" he said loudly "My power is absolute!" he said cockily.

"Your majesty you're not the complete fool I took you for!" Van Kleiss said as he began to glow brightly and began to expand.

Rex recognized this appearance from when he transformed the first time 'Omega Van Kleiss.' he thought seeing some of Ben's aliens fused to his being like Heatblast for his head, Four Arms for the arms with Rath's claws, and he still had his Omega builds in him thanks to Alpha.

Laserscale saw this and knew he had to step up his game.

Rex saw the foes they faced and new that he only had one option.

"Guys, thanks to Wendy I learned a new type of enhancement magic." Laserscale said to them as green magic circles appeared under all four of them "Natsu 'Burn burn hotter than fire, unleash your power NRG'!" he said as Natsu's magic circle consumed him in light "Gajeel 'Build, Shake, and Rumble unleash Armadrillo'!" he said as Gajeel was consumed by light by his magic circle "Wendy 'With the strength in body spin wildly and blow everything away Terraspin'!" he said seeing Wendy being consumed by light from her magic circle.

Rex calmed himself waiting for Laserscale as he knew what he was going to do.

"'Eat devour everything in your path and gain strength Eatle'!" Laserscale said as Rex shined a bright green light in his magic circle, but it grew as did the light.

Everyone in their magic circles came out differently, Natsu had glowing red hair that moved like fire and it was the exact color and liveliness as NRG's true body, he had scales under his eyes and his complexion seemed to just shine.

Wendy didn't look much different, her hair turning a shade of emerald green mixed in with the purple color she gained before, and two sets of vents appeared on her lower stomach.

Gajeel gained a gladiator helmet similar to Armadrillo's but made of his iron, his arms seemed to be completely made of the same metal, and his hair gained blonde tips.

Rex was something else entirely, he became a large titan a bit bigger in size than Humungousaur, he had a flaming set of hair, and his body seemed meant for offense and completely made from his Omega's design, but he had an Eatle mouth and horn.

"Are you guys ready to do this!?" Laserscale roared to his team.

"You bet, I'm all fired up!" Natsu said as his hair rose in response to his fiery emotions.

"I'm ready to crush that thing like it's a tin can!" Gajeel said as his metal arms completely morphed, his left turned into a drill and his right a club.

Wendy looked at her hands and she felt her power flow through her differently, but also noticed the power coming off the Dorma Anim when it came in her direction it went around her not even touching her "Your Dorma Anim is useless against me, I'm gonna take it down till it's nothing but scrap metal." she said seriously as her hair rose as wind blew up from under her.

"Odds a bit more even now Van Kleiss." Rex said as if Ben took on the Dorma Anim and he took on Van Kleiss, with the Dragon Slayers providing an assist, the odds were very much in their favor.

Van Kleiss saw them all gain alien powers and knew this was the true battle.

The ruins of the former Exceeds home were being obliterated by the clashes between Erza and Knightwalker.

"How dare you!" Erza said as she hated Knightwalker's spear "You dare use Ben's power against me!" she said as the spear had a purple glow.

"His magic is incredible!" Knightwalker said as the glow got brighter "I can believe how powerful he is have you tasted ever tasted it, I certainly have!" she said feeling an increase in Erza's blows.

"That's all you care about power, you don't care about Ben at all, you just want to use him and break him to suit your needs!" Erza said as their clash made part of the island fall down.

"He has his pros, he's smart, resourceful, and he's no fool, I understand how you became so taken with him, but most of all it's that look I love and hate it!" Knightwalker said loudly as at this point half the island was gone.

"What look!?" Erza asked her double angrily.

"The ease he has, that look of no fear, the trust and love he has when he sees my face OUR face!" Erza said angrily "Every time he saw me he thought of you, I hated that you have everything he gives you and want it for myself!" she said as she charged her double.

Erza then realized something "You want him to love you." she said then remembering something.

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.

Erza remembered what Lucy Ashley said and finally saw it, Knightwalker wasn't different than her, she was the same "What happened to your parents?" she asked, needing to know that bit of information.

Knightwalker glared even harder "My father left my mother when I was young and my mother abandoned me." she said to her.

Erza felt that was much different than her own upbringing as her parents loved and nurtured her till they died when their town was attacked by Zeref followers "You don't hate me you want to be me." she said understanding Knightwalker wanted everything she had, as there was no Ben here and she hadn't been given the same kind of friendship and later love she got from Ben.

Knightwalker gave no response as they kept clashing a small part of the island being lost with each clash.

"This is incredible!" Gajeel roared out as his arms could effortlessly become any weapon he wanted, he used his drill arm and fired the tip as if his arm as if it was a giant nail gun making noticeable dents in the Dorma Anim.

"Are you kidding me we're using our power to the fullest!" Natsu said as he'd never forget this feeling, they were in Dragon Force and Laserscale was unleashing all their powers "Atomic Flame Dragon Roar!" he said backing up Rex burning all of Van Kleiss' plants and draining his head of fire.

"Sky Mana Dragon Wing Attack!" Wendy said from high up in the air as thanks to her vents she was able to propel herself off the ground without using magic and was able to give her friends quick air support.

"My builds aren't so useful now are they!" Rex said in his Omega form as he was eating Van Kleiss' versions of his Funchucks as Wildvine as they were plant and metal wrecking balls and his Omega form became brighter and gained green lights.

"Your Dragon Knight armor is crap compared to the real deal buddy!" Laserscale said to him breaking through.

"This is incredible." Pantherlily said from his spot able to see the destructive power of the Dragon Slayers and of Ben Tennyson and Rex Salazar and compare it to a battle of titans "I can't believe they are able to fight Van Kleiss current form and the Dorma Anim." he said as it was shocking, to say the least.

"They truly are a sight." Mystogan said as he approached Lily.

"My Prince." Pantherlily said bowing his head ever so slightly.

Mystogan smiled seeing his old friend "My father made my job much easier." he said to him staring at the Dorma Anim.

Pantherlily was now confused "How is the Dorma Anim going to help you?" he asked him finding that impossible.

"I created a reverse Anima, as of right now all the magic from out world is pouring into Earthland, but with Dorma Anim sucking in all the magic power to this location there won't be a trace of magical power left on this world." Mystogan said to him.

"But how will people survive, there will be widespread panic!" Pantherlily said as the people relied to heavily on magic.

"Believe it or not we have Van Kleiss and Rex to thank for our salvation." Mystogan said as while it was odd to thank Van Kleiss, but he still provided this world with much and Rex did the same for the Edolas Fairy Tail "We can start something new." he said to him "But this will be goodbye for us Lily." he said to his friend seeing his surprise "Do you remember how we lived off the land for a time." he said as Lily taught him how to survive as a child, he took out a small knife and tossed it to him.

Pantherlily saw the knife and recognized it "I used this knife to teach you how to gut fish." he said to him.

"I think we both learned when we started using knives." Mystogan said with a chuckle as Pantherlily could eat his fish whole or used his claws to cut fish when he started using knives unused to a blade so small he almost always cut himself "I used your blood from that knife to make these X-pills." he said as he used Pantherlily's blood to synthesize the balls that allowed him to give his guildmates their magic power "Exceeds are the only race here with internal magic, so you will be drawn away as well, I'm sorry Lily." he said as this would truly be their last meeting.

Pantherlily was surprised by that but saw the irony, as it was his blood, was used as a weapon against the kingdom as he fought to defend it and that when the fight concluded they would all be sent to Earthland "Can they win?" he asked Mystogan.

"Undoubtedly." Mystogan said without a hint of doubt as he watched with Pantherlily as this would be a battle of the ages.

"What will you tell the people?" Pantherlily asked wanting to know what'd happen after he would disappear.

Mystogan threw him a large gauntlet that Pantherlily recognized as Van Kleiss' "He had a few spares lying around, I will claim Van Kleiss tried a coup and stole all the magic from this world and luckily enough my father spread the word throughout the castle of his traitor status, I have Gajeel of Edolas running the story as we speak." he said as Gajeel from here was both wise and knowledgeable as he knew if the truth were to come out the kingdom would fall to ruins.

Pantherlily had to admit that was a wise tactic as using information that didn't come from Mystogan and twisting the truth in the way he was the people would believe it.

"Where is all that confidence boy!" Faust said as he began to beat on Laserscale.

'Damn it!' Laserscale thought to himself as he was starting to feel exhausted 'I put too much power into that enchantment spell.' he thought thinking he could take Faust with little magic and physical strength.

"Your power is truly incredible with it the Dorma Anim will be the ultimate weapon!" Faust said as he began to beat Laserscale.

"Hey geezer paws off my pal!" Gajeel said as his eyes glowed purple "Iron Nightmare Dragon Roar!" he said roaring at the Dorma Anim 'Hopefully my corrodium can weaken Ben's mana.' he thought as Wendy confirmed it when she started eating power from Dorma Anim and the weapons gave off a purple glow that Faust infused Ben's mana into it.

"You can't defeat me Rex, you've never been able to stop me, I have the powers of aliens and nanites, this is your end!" Van Kleiss said stabbing Rex's side making him scream as his form blew up.

"Rex!" Laserscale said seeing his friend taken down, he growled and grabbed Faust and tossed him at Van Kleiss, both not liking the other made them fight all on their own accord, he went over to Rex.

"Are we dead?" Rex asked as his body was literally smoking.

"If you were, all that pain would be gone." Laserscale said to him "Listen I have an idea, but I need back up." he said slamming the dial transforming into Diamondhead, and made a crystal vial and a lid "Here, if we could hold him down can you absorb his Alpha-Omega nanite?" he asked, getting a nod "So we first take down Van Kleiss and focus on Faust next." he said transforming into Upgrade "Ready for round two?" he asked his friend.

"You know it." Rex said as Upgrade entered his body and remade the suit that he had when he fought Alpha, but now there was a gear ring around the Omnitrix and there were more circuit lines on his body this being Rex's normal blue lines.

"Guys we need you to knock Van Kleiss off balance!" Upgrade yelled.

"I'll start us off!" Wendy said landing as she pressed her feet firmly into the ground, her vents blowing out as much wind as they could.

"I'll back you up kid!" Gajeel said as he began to vibrate and shake the very ground they stood on.

"I got something cooking that'll blow him away!" Natsu said loudly as he let off so much heat the air became distorted with heat waves.

"You think you can defeat me, not possible, I have become a being that goes beyond what your feeble minds can comprehend, I am a god!" Van Kleiss said the Droma Anim at his feet and changed into Humungousaur and charged at them.

"Sky Mana Tur-bo!" Wendy said, unleashing the wind from her vents, roaring from her mouth, and finally, she unleashed the Tur-bo spell from her hands.

"Iron Nightmare Earth Breaker!" Gajeel said, placing his hands on the ground as it began to crack up as it shook and the cracks started going toward Van Kleiss glowing an ominous purple.

"Atomic Flame Dragon Nuclear Bomb!" Natsu said doing the motions for his Brilliant Flame spell and sent a red glowing ball of power at Van Kleiss

"Eat it!" Rex and Ben said as they made the upgraded Slam Cannon and fired missiles at him.

Van Kleiss was first hit with Wendy's spell being pushed back as he tried to fight it, then Gajeel's spell made him fall over before being blasted with his corrodium energy from the ground, then Natsu's attack hit him sending him flying back the speed increased by Wendy's still going attack, and finally Ben and Rex's rockets hit him making him lose concentration returning to his human form.

Rex made his ride and flew to Van Kleiss "You're done!" he said as he began to cure Van Kleiss and groaned "He's fighting me!" he said to them.

"You're not alone Rex!" Upgrade said as he worked with Rex more lines appeared on Van Kleiss, but they were green and not Rex's blue.

Van Kleiss began to scream and glow a bright light before the light died down.

Rex focused his nanites into guiding the Alpha-Omega into the vial Diamondhead made and sealed it.

"Impressive your nanites are Rex!" Faust said getting up "I shall take them as well as the magic from these fools!" he said loudly.

Everyone was on edge and stood ready, but noticed something happening.

"Guys you're changing back!" Upgrade said unable to believe the spell was done.

"Now!" Natsu said as he lost his flaming hair and his scales.

"Oh no!" Wendy said seeing her hair return to blue and losing the vents on her stomach.

"Of all times!" Gajeel said as his helmet vanished and his arms returned to being flesh and blood.

"And it seems you are losing power as well!" Faust said as his luck was turning for the better.

"Ben, how much charge you got left?" Rex asked as using all those transformations must've been difficult on the battery.

"I got a few minutes in me if I don't strain the battery, but this is all I can be for now." Upgrade said to him as this.

"This is the end!" Faust said to the group firing many missiles and magic blasters.

Rex built his upgraded Block Party and shielded the group from the onslaught the upgraded weapon was able to perfectly shield them.

Upgrade made his head appear from Rex's back "Guys eat!" he said as Natsu could eat from the explosions, the Dorma Anim's parts on the ground from the damage it received from the earlier fighting, and Wendy could eat anywhere.

The Dragon Slayers did as asked and began to chow down.

Rex kept the shield up, but felt it becoming more difficult to maintain it and saw his build start to smoke up and begin to break down 'Damn my biometrics are down!' he thought not at all surprised as he had been fighting all day.

The Omnitrix on Rex flashed red and Rex's build immediately broke down.

"The rest is up to you guys." Ben said as he and Rex fell over.

"You're mine!" Faust said as he reached down to grab them, but Natsu and Gajeel raised their hands to keep the Dorma Anim's claw from reaching them.

"You want to get to them, you're gonna have to kill us first!" Gajeel said as he wouldn't let this wrinkly old man get to his friends.

"We have some of our strength back which is more than enough to beat you." Wendy said as she was still gathering as much strength as possible in order to use her enhancement magic on Natsu and Gajeel.

Ben and Rex were enveloped in a magic circle and soon vanished.

"And I thought I looked bad." Pantherlily said seeing the state Ben and Rex were in seeing many cuts and burns and their clothes looking completely wrecked.

"They've done enough." Mystogan said as he knew Dorma Anim would fall to the Dragon Slayers, but looked to one more proudly 'You've grown so much Wendy.' he thought not seeing the scared and alone little girl he met on his travels.

"Is Erza ok?" Ben asked coughing up a bit as he looked to Mystogan.

Mystogan felt that was a hard question as in the distance one could see a floating island about the size of a large boulder now crashing into the earth "I'm sure she is fine." he thought as there was no way Erza would lose to Knightwalker.

Erza and Knightwalker were engaged in a fistfight which was an odd sight given both women usually fought with a weapon, both dished out as much as they could often getting the same damage returned to them.

Even as the island crashed into the ground they kept dealing the other blows their bodies covered in blood, sweat, and their fair share of gashes and bruises, the desire to take the other down clear in their mind, but they soon lost all strength and their blows were sloppy and before anyone they knew it they fell on the ground.

"Do you know how I met Ben." Erza said as she spoke to Knightwalker not even needing to look at her to know she was listening closely "He was this random stranger who couldn't stop helping people, he stood up to me." she said remembering Galuna Island "He proved his mettle." she said remembering her defeat to him "And put his life on the line for others, people he barely knew, people he never met, for a world, he is not from, and it was clear to everyone but me that I was falling for him." she said as Mira made the picture painfully clear her respect and friendship for Ben rose to new heights every time she interacted with him.

Knightwalker listened intently as she could see it from Ben's personality and ability she had seen and observed him and analyzed his words and actions she knew how and why Erza would fall in love with him "I have been alone…for so long." she said to her "Ever since my mother abandoned me, I have been alone, no friends, no family, and no one I have to cherish, only duty." she said as she remembered all she ever did as a child was train wanting some measure of worth to her.

Erza was silent wondering if that was what made her want to be so strong ever since the Tower of Heaven lost so many loved ones, wearing her armor, and shielding herself from getting to close to many despite knowing she was in a family that cared and loved her.

"I never met a Ben till I met yours, but let me ask you, could you have become me if you didn't meet him either?" Knightwalker asked her double.

"Very likely." Erza said as she had her guild, but she never felt the way she did with Ben.

Both laid there in silence contemplating their entire lives on if and what-ifs, and how they would've faired in the other's position.

"This is where you've been!" Gray said as he had been battling guards left and right and the Edolas Fairy Tail soon arrived in their crowd, he saw TWO Juvia's and she was cuddling with a version of him dressed in so much clothing he was a beachball.

"I'm assuming your Earthland Gray?" Edolas Juvia asked him curiously "You're not love sick like those two lunatics are you?" she asked in slight concern..

"Hell no, I'm guessing your world me must be hard to handle huh?" Gray asked as they looked like two peas in a pod.

Edolas Juvia laughed and nodded "Got to say I like a man who's confident in his body." she said as he wore about as much as she did and he was nice to look at with a decent personality to match.

"Hey wait hold on, what happened to that wolf guy she fought?" Gray asked not liking to not know how a fight went.

"Don't know." Edolas Juvia said as her double somehow ran to her guild when she saw her and his bounty.

"Hello Biowulf." Mystogan said to the mechanical man wolf "I haven't heard from you in some time." he said to the EVO.

"I was in the sewer." Biowulf said to him unamused "So looks like you were right." he said then looking to see Van Kleiss "Is he?" he asked his silent question.

"Human and nanite free." Mystogan said to him.

"Perfect." Biowulf said walking over and slapped Van Kleiss "Wake up!" he said to him angrily.

"What is this?" Rex said stirring when he heard familiar unpleasant voices.

"And you shut it!" Biowulf said having no love for Rex.

"Biowulf." Van Kleiss said as he woke up and saw his subordinate "Finish them Biowulf!" he said glaring angrily at Rex and Ben in their current state.

"No." Biowulf said shocking Rex, Ben, and Van Kleiss "This is vengeance human." he said stabbing Van Kleiss in the same spot he did Rex where he now sported a scar "Rex." he said looking at him bitterly "I have a message for you." he said to him "From Circe." he said as Rex was shocked.

Biowulf was slightly injured from his battle with Kristen and successfully knocked her out 'I really hate those swords.' he thought to himself sneaking past the fight Skalamander had going on with the two humans he didn't care about. Enough to get their names

Biowulf made it down to the lab seeing Breach teleport an injured Van Kleiss and saw a brutally injured Rex, but also Circe, he didn't care much for Rex despite their complicated past of being enemies and sometimes helping the other, but Circe was a comrade one he respected, he went over to her and saw she was even paler than usual and saw the wound she sported.

"Hey Biowulf." Circe said to him with a bloody smile.

Biowulf hated to even consider it, but he was willing to take her to her ship so she could be treated by a doctor.

"Is Rex ok?" Circe asked looking to Rex.

Biowulf sent him a short look "His nanites are sealing up his internal injuries and working outward." he said to her.

"Good mind giving a former EVO a last request and deliver a message for me?" Circe asked him.

"That's two requests but fine." Biowulf said seeing the acceptance she had in her demise and he wasn't going to dishonor it.

"Don't let Van Kleiss use you or anyone again, I know you know well enough he's not trustworthy." Circe said as she began to cough "Give him one of these for me." she said motioning to her wound "And tell Rex, I love him, tell him this was my choice ok, he's too damn noble and will think this is all on him." she said her breathing was getting slower.

Biowulf saw the life leave her eyes and closed them, he looked to Rex and as much as he wanted to end him for ridding the world of most of its population of Evos he took him and Circe's body outside close to their ship and watched the three humans that came to them rush them to the keep, he was later pulled into a familiar red portal.

"I did what I did for Circe, not you." Biowulf said as he left them.

Rex was silent hearing that as he didn't know what happened after he black out from wailing on Van Kleiss, it brought him some comfort, but also sadness, but Van Kleiss' agony made it somewhat better.

"How much of this did you plan?" Ben asked Mystogan as Biowulf, the lacrima disappearing, the X-pills all of it seemed too coincidental.

"Not as much as you think." Mystogan said as he merely worked off a situation, but did plan for certain things in the event he should ever return to Edolas such as the reverse anima and the Dragon Slayers' arrival.

Ben looked off into the distance seeing his friends fight "How long is left?" he asked feeling his strength and what little he had being pulled in two directions assuming the Dorma Anim and something Mystogan did.

"You truly are worthy of the rank of S-class Ben." Mystogan said to him knowing Ben would do well in the exams "You were chief amongst the guild's choices for the rank and my only choice." he said to him as Ben was worthy and displayed all qualities the guild desired.

Ben smiled at the praise and sat back and watched the battle of dragons.

Author's Note: Hey everyone hope you enjoyed the chapter and wanted you all to know I am starting a poll that can affect what happens next in the story, it's 3 parts so I'm giving you three votes, the first part should Rex join Ben in Earthland, the options will be Rex-Yes or Rex-No, next question is should Ben take Rex as his partner if he stays or take Gray, the options are Team Rex or Team Gray, and the final question is something that occured to me recently Van Kleiss' new Omega Nanite, should I destroy it or give it to someone, like Erza, I had the idea when I made the Omega have lacrima crystal in it to make it more magical as well as science and if Erza is voted yes I will do a poll for her powers cause so far I have the idea of Erza having something similar to Black Knight when she got evo powers, or give Erza something similar to Kiba from Highschool DxD where her powers can make swords(and armor in Erza's case), and the final one is the Alpha-Omega scans her armors and she's able to build them or use them in any combination or even fuse them anyway the option if this can happen is Erza-Alpha-Omega or Destroy-Alpha-Omega poll is on till noon tomorrow so go and vote people you have pver 24 hours so go!