Gajeel and Levy kept attacking Ben with many strategies that they came up with. But nothing worked and they can't touch Ben or force him to use his magic at all. It's not that their attacks are bad, it's just that Ben was too good at this.

He is very observant and has monstrous reflexes that help him evade an attack from a very short distance. Furthermore, he has more experience in tough battles and fought much stronger enemies than them.

In the end, Levy and Gajeel were exhausted and can't continue the fight. They've used up all their magic power and stamina to attack Ben. But they still failed despite going all out and never giving up.

Ben smirked.

"This is it, huh? Too bad, you two. I have hope for you yet, but it seems you aren't ready at the moment. You might pass if you faced other teams or maybe Mira, her passing standard in the exam is the lowest. Too bad you encountered me instead. But hey, at least you didn't run into Erza or Gildarts." He said.

Levy is panting hard as she laid on the ground.

"So this is the power of a mage at the level of a Wizard Saint. The gap between our power is immense." She said.

"Yeah, and it seems he is stronger than Master Jose." Gajeel noted.

"Jose, huh? If you compare me with Jose when he attacked Fairy Tail, then I am sure I am stronger than him back then." Ben muttered.

"Eh? How do you know his strength when he attacked Fairy Tail? Wait! Don't tell me-" Gajeel said with a surprised tone.

"I was the one who fought him before Master took over." Ben informed them with a smirk.

Gajeel and Levy's eyes widened because they still remember what happened back then. Ben and Jose's clash created a shock wave that could be felt by all the mages in the surrounding area. If Ben fought evenly with Jose back then, he was already around the level of a Wizard Saint at that time.

Levy slumped down.

"This is so unfair. We're basically taking on a Wizard Saint. There's no way we could've won." She said.

"Fair? Nothing is fair in the world of mages. This is a world where the strong survive while the weak perish. If you think this is unfair, then get stronger until nothing is unfair to you." Ben told them.

"Such ridiculous advice." Gajeel scoffed.

Ben just smiled and concluded their test was a failure. Then he picked them up and carried them on his shoulders to get out of the cave. He took them to the camp that had been prepared for the participants.

While he walked to the camp, Ben contacted his clones and asked about the situation in other caves. They informed him that all the other tests were done and Ben's test was the last one. Well, his test took a while because it lasted until Gajeel and Levy ran out of energy.

'Where's Wendy?' Ben asked telepathically.

'She's at camp with me. That Mest guy tried to take her on a walk, but I put a stop to it so now he's walking by himself. Another clone is following him right now.' The clone that was staying with Wendy replied.

'Good, don't allow that lolicon bastard to do as he pleases.' Ben said telepathically.

After a while, Ben reached the camp and put Gajeel and Levy down. Mira, Erza, Juvia, Lisanna and Wendy were also at the camp. Ben asked about the others while Mira checked on Gajeel and Levy.

"Freed and Bickslow failed and now they returned to the guild with Gildarts. The other participants passed and now there are with Master preparing for the next exam. They're just waiting for the results of your test." Erza explained.

"Hmm, so that means the ones that passed are Natsu and Happy, Elfman and Evergreen, Gray and Loke, then finally Cana and Lucy. 4 teams passed and 4 teams failed." Ben noted.

"We faced Erza-san, it's so unfair." Juvia groaned.

"Yeah, we know the feeling." Levy replied.

"But Elf nii-chan and Natsu passed even though they faced Mira-nee and Gildarts." Lisanna said.

"WHAT?! Salamander passed after facing Gildarts?" Gajeel exclaimed with a shocked and angry tone.

"Well, Gildarts' test wasn't to defeat him or that would have been impossible. Even I wouldn't be able to do that now, not to mention you guys." Ben pointed out.

"Damn, his test must be easier than yours. How else could Salamander pass if that wasn't the case." Gajeel said angrily.

"Oi oi oi, you shouldn't badmouth others just because you're frustrated. Anyway, you guys need to rest and replenish your energy. Meanwhile, I have to discuss something with this little girl here." Ben said as he looked at Wendy, causing her to flinch.

Wendy looked away out of guilt.

"Wendy, why are you here?" Ben asked.

"T-that's...Mest-san asked me to join his team." Wendy answered with a low voice.

"And you agreed? Don't you know this S-Class exam is dangerous? Remember what happened to me during my S-Class exam 4 years ago? I received a lot of injuries from the exam and you might be injured as well." Ben lectured her.

Ben lectured her for a few more minutes and she just listened while apologizing. The others let him be because they knew he was worried about Wendy. Even more so after they became suspicious of Mest.

"Anyway, I'm glad you're fine. But you need to be more careful with Mest from now on. There's something strange about him that makes us suspicious. Don't believe him just because he says he's Mystogan's disciple. Everyone can say that now because Mystogan isn't here to confirm." Ben advised.

"Yes, I'm sorry." Wendy apologized while looking down.

Ben patted her head and smiled. Wendy is still a kid, so she's too naive. She still needs to learn a lot and it's his responsibility to teach her as her brother figure.

After lecturing Wendy, Ben left the camp and went to meet up with Makarov. He needed to report the results of Levy and Gajeel's test. But Ben left a clone at camp to watch over Wendy so she didn't do anything dangerous again.

Ben reached the gathering point and told Makarov that Levy and Gajeel failed. Makarov nodded and then explained the 2nd test to the ones who passed the 1st test. The 2nd test is to search for the first Master's grave within 6 hours.

After Makarov gave them some clues, they spread out to search for the grave. Ben stayed with Makarov and talked about Mest. Makarov said that he has monitored Mest since the S-Classes called him, but he hadn't found anything strange over these last few days.

"It will be good if he doesn't try to harm us, but once he does, I will not let him go." Ben declared.

"Don't go overboard when you handle this. We are a legal guild and we have rules to follow." Makarov said.

Ben looked at Makarov with stinky eyes.

"Rules to follow, you say? How can you say that after everything that our mages have done? Or maybe destroying towns and buildings is a rule?" He said.

Makarov looked away out of guilt, unable to say anything. Fairy Tail mages have caused a lot of trouble while on their jobs. So him talking about following rules was strange to Ben.

Both of them move on to another topic, the exam.

"Who do you think will be a S-Class mage after this?" Makarov asked Ben.

"Honestly, I don't know. I haven't known them for a long time so I can't judge them. But if I need to choose it would be Elfman. I trained him personally before joining the guild." Ben answered.

"You're not thinking objectively, are you?" Makarov asked.

Ben doesn't respond and just smiled because that was the case. But suddenly his smile stiffens as he felt a wave of ominous magic power. Makarov didn't seem to sense it because the source was rather far away.

"Master, this is bad. I think we need to suspend the exam. I sensed a wave of ominous magic power. It's not from our mages, so it must be an enemy. None of them can handle this, so we need to stop the exam." Ben instructed with a serious tone.