Ben 10 Fairy Tail

by JerryAwesome24

Ben Tennyson gets sent to the world of Fairy Tail where he meets the Fairy Tail wizards. He joins the Fairy Tail Guild and forms bonds with his new friends and teammates and will have many new challenges with them. BenxHarem

14. The Phantom Lord Part 1

Author Notes: Hey, you guys welcomed back another of Ben 10 Fairy Tail. Here's Chapter 14. I hoped you guys would like and enjoyed it.

Last time Ben, Natsu, Gray, Lucy, Happy, and Erza arrived back at the Guild Hall so Master Makarov could punish Natsu and the others for taking on an S-Class Quest without permission. However, Makarov went out for a council meeting since yesterday.

Later that day, Ben and the others were at looking a strange job request. Natsu accidently read it and an ancient spell called the Changeling caused Ben, Natsu, Gray, Lucy, Erza and Loke to switched bodies and only have 30 to undo the spell. Lucky for them Levy, Dory and Jet arrived. Levy read the request backwards and Ben and the others switched back. However, everyone else switched bodies. After returning to their right bodies, Ben and the others went to Master Makarov and warmed them about Vilgax and Dark Howl.

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

Don't forget to fave, follow and leave your reviews.

Enjoyed!

---

Chapter 14: The Phantom Lord Part 1

Magnolia Town...

Ben and the Ultimate Team were walking back into town from a job they took to help Lucy pay her rent and for Ben to save up towards getting a house.

''Man was that an awesome job or what?'' asked Natsu excitedly.

''The client seemed to think so.'' replied Happy.

''Face if you guys are just lucky, I decided to come along.'' stated Gray.

''We're lucky you begged to come us how do you figure?'' rebutted Natsu.

Gray then threw shade to Natsu. ''Because you were about as helpful as one of Erza's suitcases.''

The Fire Dragon Slayer and Ice-Make wizard got in one another's face with angry looks.

Natsu angrily retorted. ''You better watch your mouth, or I'll pack you like a suitcase, pal!''

''That doesn't even make any sense.'' responded Gray.

Erza pushed them away from each other by the heads. ''Enough boys'' And she turned to Gray. ''Now please get dressed.''

It was true. Gray had somehow stripped down into his pair of black boxers within the blink of an eye. Gray's expression fell in shock. ''For crying out loud does this keep happening?!'' he cried.

''Piece of advice, Gray.'' suggested Happy. ''Not exactly the best strategy going in a fight with just boxers.''

''I second that. Not exactly the best strategy going in a flight with just boxers.'' laughed Ben.

''Uh guys, hate to interrupt your conversation, but...'' intervened Lucy.

''What's up?'' asked Natsu.

She held up the request which depicted a 500-jewel reward. '"When I took this job, I was thinking it would be for a solo mission. So, why did you all come along?'' she asked sheepishly.

''Aw come on isn't obvious?'' asked Natsu in disbelief.

''No, I don't think so.'' responded Lucy.

''We're Fairy Tail's Ultimate Team so we got to stick together.'' replied Natsu.

''Aye sir.'' chimed Happy.

''Don't you forget it.'' said Gray.

''Yeah!'' exclaimed Ben.

Erza made a noise that she said she agreed with what they were saying.

Lucy looked puzzled for a second before she said. ''Yeah, we are.''

''No job is too tough not for me Happy, Erza, Ben and old droopy drawers here.'' boasted Natsu.

''Don't call me that.'' said Gray in a subdued voice.

''We are quite a capable bunch.'' remarked Erza.

''You forgot about me.'' Lucy said to Natsu in disbelief.

''Aw lighten up I'm just messing you loopy.'' responded Natsu.

''Well, I don't appreciate it and that's not name.'' she muttered deadpanned.

As the team strolled down the street, passing Magnolia citizens stared at them and whispered to one another. Ben noticed them starting at them; however, these people seemed to be giving these empathic looks from what he could tell.

''Why's everyone starting at us?'' inquired Gray.

''It's not the good kind of starting.'' commented Happy.

''They feel so pity...'' said Erza. The redhead then looked forward and quickly stopped in her tracks.

The rest of the group followed her gaze and were dumbstruck. From the distance, the Guild Hall looked very peculiar. They couldn't see much, but from here there appeared to be large poles sticking out in random spots all over the building.

''Well, that explains why everyone is looking at us sympathetically.'' thought Ben. ''But what in the world happened?''

''What? Why does the Guild Hall look so... bizarre?'' asked Erza.

''Only we way to find out.'' answered Ben. ''Let's get a closer look.''

The Ultimate Team continued down the path that led to the Guild Hall. When they finally reached their destination, they were dumbstruck. Several giant iron pillars were protruding out everywhere across the pagoda-shaped building, one was even sticking out through the Fairy Tail sign above the front doors.

''No way.'' muttered Gray.

''What's happened to it?'' asked Erza.

''No.'' whimpered Lucy lightly, holding her hand over her mouth. ''I don't understand.''

Ben frowned as he started at the damaged building. He may have known the Guild for a very long while, but they opened their home to him-giving him a place to eat and rest until he could get settled in on his own. He didn't appreciate someone coming in and trashing their Guild Hall.

''Our Guild.'' snarled Natsu, clenching his fists. ''Someone did this our Guild Hall.''

''But who would do such a thing?'' wondered Erza.

''It was Phantom.'' answered a familiar female voice.

The team, minus Natsu, turned around to see Mirajane standing behind them, ready to break into tears at any moment.

''Are you serious?'' demanded Gray calmly.

Natsu turned to look at Mirajane with a look of pure fury. ''You mean Phantom did this?'' he growled.

''We couldn't do anything to stop them They got us good.'' sobbed Mira.

''Who's Phantom?'' asked Ben in disbelief.

''Phantom Lord. They're our powerful rival guild. We've never been on the best terms with those jerks... as you can see.'' answered Gray.

''Oh... A little school rivalry, huh?'' nodded Ben in understanding.

---

The Basement...

The group proceeded into the building and headed down a flight of stairs leading to the basement. The basement was usually used for storage but since there iron pillars everywhere, it was the only place in the Guild Hall unaffected by the devastation.

The rest of the Guild was sitting at storage boxes or barrels either eating, drinking, or moping about. The morale was obviously very low.

''We've been on the best term with those Phantom jerks.'' stunned Jet. ''But come one.''

''You wanted to teach them a lesson?'' asked Droy.

''Back off you, guys.'' Levy told them. ''Do you think we've been in enough trouble already?''

Ben could see that everyone including his teammates were disheartened. It bothered seeing his comrades, who were usually so lively and cheerful, in a dismayed state.

''Yo! What's up kids?'' asked Makarov, holding a mug of beer. It was clear he was drunk.

''Uh... hi.'' greeted Lucy awkwardly.

''Sorry that we couldn't be here sooner.'' apologized Erza.

''Why the heck are you all just sitting around down here?!'' demanded Natsu angrily.

''How did it go, yah two? Did ya finish the job?'' Makarov asked Ben and Lucy ignoring Natsu.

''Yeah, it was easy enough.'' replied Ben with Lucy nodding in agreement.

''Master, do you not understand the gravity this situation?'' questioned Erza seriously.

''The Guild Hall has been completely destroyed!'' inputted Natsu.

''There's no need to get yourselves worked up.'' responded Makarov. ''It's not like it's the end of the world or anything.'' He then took another big gulp of beer.

''Hmph, just goes to show you how cowardly those dunderheads in the Phantom Lord Guild really are.'' explained Makarov. ''They struck when no one was here, is that anything worth bragging about?''

''No one was here?'' asked Erza.

''It was after everyone had already left for the night.'' answered Mirajane.

''Well, that's a bright side. No one got hurt.'' stated Ben.

''Yes.'' agreed the Queen of Fairies. ''Thank goodness for that.''

''We shouldn't trouble ourselves with people who don't even have the guts to face us head on.'' asserted Makarov. ''Forget about those fools.''

Suddenly, Natsu slammed his fist into a wooden crate, putting a huge dent into it and sending wooden chips flying. Ben was forced to sidestep the stray pieces of woods that went flying towards his way.

''Aren't gonna happened, Gramps!'' shouted Natsu. ''We can't just let them trash our place and get away with it!''

''We're not talking about this any longer.'' replied Makarov calmly. ''We'll handle job requests down here until the upstairs is repaired.''

''We shouldn't be worrying about-'' said Natsu before he was interrupt.

''NATSU!'' yelled Makarov. ''That's enough out of you!''

And for some Makarov extended his arm and slapped Lucy on the butt.

''And you spanked me why?'' asked Lucy deadpanned.

''Hands to yourself master!'' admonished Mira angrily.

And Makarov reattached his arm and then jumped down and ran to a corner.

''Where are you going?'' demanded Natsu.

''Keep your dress on I have to take a leak.'' responded the Guild Master of Fairy Tail.

Natsu's ire deemed a but as he lowered his gaze to the floor. ''I don't understand why he's being like this.''

''Listen, this is just as hard on him as it is for you. He's mad, but conflict between guilds is strictly prohibited.'' confirmed Mirajane.

''But it's not fair!'' yelled Natsu. ''Those Phantom creeps started this!''

''I know but that doesn't matter.'' responded Mira.

''If the master's decision is to not retaliate, then we must respect it.'' stated Erza, albert with a hint of reluctance in her voice.

Ben looked around and, aside from Natsu, could see the downcast expressions on everyone. He didn't like it one bit. The teen hero wished there was something he could do to raise their morale. All of a sudden, his face fit up as an idea came to mind.

The Omnitrix wielder turned to Mira. ''If you want, I can repair the guild hall for us?'' He offered.

''Huh?'' gapped Mira lightly. ''You can do that?''

The rest of the team and the guild overheard Ben's offer all turned to him bemused and slightly amazed. A few of the guild members muttered comments, some of which questioned Ben's sanity. Though their skepticism was granted, how could one person fix an entire guild hall?

''Yeah. I have a transformation that can repair the damage in no time at all.'' informed Ben.

''Really?'' asked Lucy.

The alien hero only nodded.

''Well. If you can do it, then please do. I'm sure everyone would appreciate it.'' retorted Mira.

---

A few minutes later, Ben and the rest of the guild made it out of the basement to stand outside the ruined building. They gave Ben a little room as per as hid request. The otherworldly member stood in front of the main doors, looking over the damage that had been inflicted.

Ben activated the Omnitrix scrolling through the playlist and tapped the icon head he wanted and slammed the dial down causing his body engulfed in a flash of green light.

When the green light died down standing in Ben's place was a robot-like alien with skin that is made of golden metal, with black stripes and a key on top of his head. His face has a blank expression, and he has a transparent piece of green glass-like material on his chest, revealing the gears inside of him. He wears the Omnitrix symbol on his chest and there was a green Fairy Tail guild mark on his left arm.

''Clockwork!'' he shouted in a Germany accent.

Clockwork held out both arms and fired beams of emerald light at the guild hall. The entire building was bathed in green light. Concentrating on his abilities, Clockwork began to reverse time around the guild hall.

Suddenly, the iron columns sticking out from the building began to vanish. The damage done to the wooden structure started disappearing as well. The wizards all watched in awe as the guild hall was being fixed before their very eyes.

Another ten seconds passed before Clockwork cased firing his time beam. As the emerald light faded, in its wake was a fully repaired Fairy Tail guild hall. Some wizards gasped in shock while others like Erza stared in amazement. The guild's spirits quickly lifted into joy from the sight of the repaired building.

After he was done, Clockwork slapped the Omnitrix symbol and transformed back to Ben.

His teammates walked over to him.

''You're awesome Ben!'' exclaimed Lucy happily at seeing their cherished guild back to how it should be.

''You did a really good job fixing the place up.'' said Gray with his arms crossed in impression.

''YEAH, NOW WE"RE BACK IN BUSINESS!'' shouted Natsu in excitement.

Erza gazed at the fully repaired building as the rest of the Guild flooded in with raised spirits, thanking Ben in their way in.

''Good work, Ben.'' complimented Erza. ''That was very kind of you.''

She then grabbed Ben's head and lightly slammer it into her armored chest. It was her way of showing gratitude or apologizing to her friends, in case both. When she let go, Ben stood up a bit, with his flushed. He was thankful her armor stopped him from feeling her breasts. Even though he hadn't seen her without her armor he just knew Erza had to have her own set of large breasts like practically every girl in this world.

''Uh... no biggie.'' grinned Ben as he winked. ''I'm glad that I could help.''

---

After nighttime had arrived, Lucy was walking down a street that ran across a canal that went through the city. She was pulling her suitcases behin her. Her faithful companion Plue was in front of her. The blonde wizard was thinking about the damage done to the guild by Phantom Lord, even thought it had been repaired by Ben.

''Well, that was certainly something, wasn't it, Plue?'' asked Lucy.

''Huh.'' uttered the little spirit.

''I didn't know that Phantom Lord and Fairy Tail had such a rivalry between them.'' she continued.

''Uh-huh.'' remarked Plue, starting to dance around her with a large smile on his face.

''Honestly, I thought about joining Phantom in case I couldn't into Fairy Tail.'' admitted Lucy. ''They have a regulation that's on par with Fairy Tails', after all.'' smiled the blonde-haired teen. ''But I love our guild, and I don't regret my decision at all! Fairy Tail's kinda like my family.'' she confessed as she opened the door to her apartment.

As soon as she entered, her eyes bulged open. Sitting at her dinner table eating a large, cooked fish were, Erza, Gray, and Ben. Erza was at the front while Gray and Ben were on opposite sides of the table. Natsu and Happy were on the floor, the latter was eating a fish of his own.

Ben was a black jacket with stripes, a number 10 in a white circle, a green-T shirt and dark blue jeans. Erza wore a white shirt with a blue skirt. Gray was a white buttoned up shirt and black pants. Natsu was in his regular attire.

''Very nice place you have here.'' admired Erza.

''YOU CAME IN WITHOUT ASKING FIRST?!'' asked Lucy out loud and then she threw her suitcase at Natsu, which Ben winced at. ''WHY ARE YOU HERE?!''

''Since the guild hall has been attacked. We can assume that there are still Phantom Lord members in town.'' answered Erza calmly, holding up a cup of tea.

''They probably figured out where everyone in Fairy Tail lives by now.'' added Gray.

''Where we live?!'' flinched Lucy.

''Mira said we'd be safer if we stayed together, you know strength in numbers.'' clarified Gray.

''I guess she's right.'' agreed Lucy.

''That why everyone in Fairy Tail is having a slumber party tonight!'' exclaimed Happy.

''You're an attractive teenage girl after all and I wasn't entirely comfortable with you being here with just Gray and Natsu, so I decided to I'd come along too as it was the only way I could relax.'' explained Erza.

''This is no time to relax.'' stunned Natsu.

''So, it was already decided these two would stay with me?'' asked Lucy.

''More like they decided and just dragged me along and Erza she said came along with her own chose.'' replied Ben.

Happy and Plue wandered off and while Plue was sucking on a lollipop Happy was rooting through Lucy's clothes.

''Man, Lucy you have a lot of dirty laundry.'' said Happy.

''Hey! You better get of my stuff or you're both dead meat!'' threatened Lucy.

''Hey Plue, did find something yummy to eat come on don't hog it all!'' shouted Natsu.

Plue drug out ab box that was filled with sweets.

''Ahh...'' muttered Plue sill licking at the candy.

''Ooh, look Erza! I found some frilly panties you might like.'' offered happy mischievously, holding a pair of small panties.

''I can't believe you'd actually wear something like this Lucy.'' commented Erza with wide eyes and a bit of sweat dripped down her face while holding them.

''I'm going to try to catch some shuteye, so could you please keep it down?'' asked Gray, laid down on Lucy's bed.

''That's not even your bed, Gray, and where your clothes?'' asked Ben.

The ice wizard panicked when he realized he was in nothing but his boxers.

''You guys are taking this make yourselves at home deal a little too far.'' moaned Lucy.

''We have a serious problem here.'' glanced Erza, looking at the three teenage boys. ''You boys' hygiene. I refuse to sleep in a room that reeks of sweat.''

''I just took a shower this morning.'' protested Ben.

''That's fine I wasn't including you.'' responded Erza.

''I don't wanna take a take right now.'' muttered Natsu.

''But I already got into bed.'' whined Gray.

Then Erza grabbed Natsu and Gray. ''Come on boys do we have to take a bath together like when we were kids.''

''What kind of weird relationship you do guys have?!'' asked Lucy, shocked.

''I was about to ask the same thing.'' chimed Ben.

''Erza's Ultimate Team!'' answered Happy.

''More like the strangest team!'' countered Lucy.

---

Streets of Magnolia...

Meanwhile Team Shadow Gear was walking down on the streets.

''Are you sure this is, okay?'' asked Jet asked Levy.

''Shouldn't you stay with the others in the girls' dorm?'' asked Droy.

''It's fine I don't want to split up my team.'' answered Levy with a smile.

Then Jet and Droy felled down on the ground. Then stand back up on their feet with hearts in their hearts.

Unknown to them a figure was watching them from a building.

''The three can faced anything together!'' cheered Jet.

''I'll will always protect you!''

''No, I will!''

Then the figure jumped towards the trio.

They turned around and everything went black.

---

Lucy's Apartment...

After Both Erza and Lucy had finished with their baths.

''Okay I'm all done you're up Natsu.'' Lucy told Natsu but he was sleeping after a sugar crash with his head on the table.

Gray, meanwhile, was sitting at Lucy's desk while Erza took a seat at Lucy's bed in front of the table. Then Erza reequipped into a pink set of pajamas with purple crosses all over it.

''Is that really how you change your clothes?'' asked Lucy.

Excluding Natsu, the group was discussing an obvious topic, Phantom Lord.

''Do you have any idea why Phantom attacked us out of the blue?'' asked Lucy.

''I'm afraid not.'' answered Erza. ''We have had our fair share of scuffles with them in the past, but never on anything of this sort of scale before.''

Then Natsu woke up.

''If Gramps wasn't so scared we could wipe out those punks once and for all.'' he mumbled.

Ben looked back at the Fire Dragon Slayer and cocked a brow. ''Since when were you awake?'' he asked.

''Come on Natsu, you know Master isn't afraid of them.'' scolded Gray lightly. ''You seem to be forgetting that he's one of the Ten Wizard Saints.''

Lucy then noticed he was reading something.

''I didn't give you permission to read that give it to me!'' And she snatched it from his hands.

''You can't snatch it from my hands without telling me what happens next.'' complained

''Yes, I can I promised she could be the first to read it so you're going to have to wait'' stated Lucy.

Erza then held out her hand as if expecting Lucy to give her the stack of papers.

''You're not getting it either!'' yelled Lucy.

Ben chuckled lightly at the scene. ''Okay, there's something I've been meaning to ask. What are these Ten Wizard Saints?'' he questioned.

''It's an honor bestowed from the Magical Council.'' answered Erza. ''It's an extremely coveted title shared by the ten most powerful wizards on the continent.''

''That sounds cool.'' commented Ben. ''The ten strongest wizards, huh?''

''Wha... really?'' stammered Lucy.

''Phantom Lord's Guild Master, Jose is one of them too.'' added Happy.

''That's true.'' thought Erza. Thinking about Siegrain. ''And so is he.''

Natsu slammed his palm onto the table, nearly breaking it. ''He is afraid! He's scared that Phantom has too many members for us to handle!'' he shouted.

''Could you please use your inside voice?'' suggested Lucy weakly.

''That's not true and you know it.'' rebuked Gray sternly. ''It's just like what Master and Mira said before. The consequences of us going to war with Phantom are nowhere near worth the fight. The order of the magical world is stake here.''

''Hold on we took down that Dark Guild before how this would be any different?'' inquired Ben.

''Jobs that say to take down Dark Guilds appear in Guild Halls all over the continent more often than not by the Magical Council themselves as far the council is concerned Phantom Lord is legal guild.'' explained Erza.

''I still don't understand why they are really that strong?'' asked Lucy.

Natsu grinned confidently. ''They ain't got nothing on us. We can take those clowns.''

Erza stood up from the bed. ''No. If we were to engage them in battle... neither guild would survive. Their strength equals ours.'' she continued. ''Phantom's Master Jose is also one of the Ten Wizard Saints, which means he's par with Makarov. They also have an elite group of wizards similar to our S-Class known as the Element 4. But the strongest out of all of them is Black Steel Gajeel, the Iron Dragon Slayer, who I believe was responsible for the destruction done to the Guild Hall.''

''W-Wait, he's a Dragon Slayer too? So, Natsu's not the only one?'' questioned Ben in disbelief.

''Yeah, I thought he was.'' agreed Lucy. ''So, if he's the Iron Dragon Slayer, does that mean he eats iron? I wonder how that tastes.''

---

Phantom Lord Guild Hall...

The main hall of the Phantom Lord guild was a dark, large stone-walled room with tables aligned everywhere. The touched mounted on the walls were the only source of light the main hall. Sitting alone at a table was a young muscular man with long, black hair that was spiked up. He wears a shabby black, sleeveless tunic with silver studded edges, a pair of beige pants, and studded black boots. On his right shoulder was a black wing-like ornament jutting upwards.

This was Gajeel Redfox, the Iron Dragon Slayer, otherwise known as Black Steel.

The table he was sitting at was covered in a variety of iron materials such as pots and pans. Gajeel was chowing down not on regular food, but rather from the actual metal items sprawled across the table.

''Hey, Gajeel, I heard you made a mess out of the Fairy Tail guild hall.'' A Phantom Lord wizard smirked. ''I also heard that one of their members completely repaired it. Man, sure sucks for you. I mean, after all that work and to have it undone.'' He laughed.

Gajeel ceased his eating and growled. He swifty turned to face the wizard. Shockingly, Gajeel's arm transformed into a grey iron pillar and extended out, slamming into the man's face and sending him careening back. The other Phantom Lord wizards who witnessed the scene all laughed at the man's misfortune.

''How many times do I have to tell ya?'' growled Gajeel as he arms reverted back to normal. ''I don't like to be bothered while I'm eating! And besides.'' he stopped as he stood up on his table, glaring all his guildmates.'' whether their precious guild hall was repaired or not, those Fairy Tail clowns have got nothing on us. We're way more powerful than they could ever hope to be.''

His guildmates all shouted in agreement.

''The die has been cast.'' proclaimed a voice.

Everyone looked up to see a tall figure standing by the railing of the second floor, his form shrouded by the darkness. It was the guild master. ''I compliment your excellent work Gajeel, despite the fact Fairy Tail's newest Take-Over member undid it.''

''After that little stunt, I realized we weren't hard enough on them.'' jeered Gajeel. ''So, I decide to leave them a little something extra. A present. One that's sure to get the panties of that guild in a knot.''

''Very good, my boy.'' praised Jose. ''Be sure to not to bring any harm to you-know-who, if you please?''

Gajeel only grinned wickedly.

---

Magnolia...

The next day, the Ultimate Team was preparing to head toward the restored guild hall, until the spotted disturbance in Southgate Park. They approached a large crowd, composed of a big sum of their guildmates and town citizens, which was gathered at a large tree in the center of the park.

They were concerned, everyone looked horrified. When they spotted the commotion Ben, and the others gasped in horror. Hanging from the trunk of the huge tree were Levy, Droy, and Jet. All three of them looked seriously beaten up. Iron clamps were keeping them pinned to the tree trunk, and painted on the tree was Phantom Lord guild mark.

''LEVY!'' cried Lucy.

''Droy! Jet!'' yelled Gray.

Natsu, clenched his fists, his eyes burning with fury. Ben was feeling a similar sense of anger as he glared at the Phantom Lord mark on the tree. He gritted his teeth, trying to keep his emotions in check.

However, Ben couldn't say the same for Natsu, not that he could blame him. The teen hero didn't know these Phantom Lord guys, but they had hurt guildmates, placed them on a tree like trophies for everyone to see!

''I don't care if I know Phantom or not. They've gone too far! No one hurts my friends and get away with it!'' thought Ben clenched his fists.

The crowd grew silent and cleared a path for Master Makarov. Instead of his usual attire, he was wearing a pair of black pants and a white coat with the Ten Wizard Saints symbol on the back; thought he still held his familiar cane in his hand.

''Master.''' addressed Erza.

''I can take our headquarters being reduced to rubble, but I will not allow harm to come to my children without TAKING REVENGE!'' yelled Makarov angrily. His grip tightened until it promptly crushed his cane's shaft.

Suddenly golden light began to shine from beneath the old man. Ben took a cautious step back. He had never seen Makarov like this, and he could feel a scary amount of power radiating off of him.

With an enraged cowl on his face. ''We have no choice but to go to war!'' yelled Makarov.

---

Magnolia Hospital...

Due to their condition Levy, Jet and Droy were admitted to the hospital and Lucy was sitting next to Levy's bed remembering their time spent together and the relationship off the friendship they share. She was left to watched over Team Shadow Gear while her team and everyone had left town to face off Phantom Lord.

''Jet. Droy. And poor Levy.'' sobbed Lucy with tears in her eyes.

She looked out through the window at the repaired Guild Hall.

''Phantom Lord is so heartless. How could they do this?'' She asked herself.

---

Flashback...

Lucy was sitting on a table at the Guild Hall.

''So, Levy, I heard that you were writing a novel.'' Levy was sitting next to Lucy.

''So, rumors have gone around, already huh?'' asked an embarrassed Lucy.

''Work up.'' said Happy from nowhere.

''Should've known that I couldn't trust the cat and the pyro to keep it a secret.'' groaned Lucy.

''Oh! I'm being rude that I didn't introduce myself I'm Levy McGarden. But you just call me Levy.'' introduced Levy with a smile.

Jet lifts up his hat up with a smirk on his face.

''My friend in the hat is Jet.'' She introduced Jet.

''Hey there.'' greeted Jet.

''And that's Droy.'' She introduced Droy who was drooling with a smile.

''Oh, my you're so cute.'' commented Droy.

''And together! We're the amazing Team Shadow Gear!'' exclaimed Team Shadow Gear with a pose against tables.

''Oh, that's cool!'' noted Lucy,

Levy sits back next to the blonde wizard.

''Anyway, I'm hurtful writer myself. But I really love to read! Do you think I can read your novel sometime?'' asked the blue-haired girl.

Lucy was embarrassed. ''Well, I don't plan on letting anybody read it!''

''What how come?'' asked Jet, curiosity. ''I mean what's the point writing a book that no one is gonna read it?''

''You know, some people said that being a writer is like showing your butt to the world.'' pointed out Droy.

The Celestial wizard heled up her butt in embracement.

''Oh, you have to be embarrassed.'' reassured Levy. ''Come on, Levy. Please showed it to me. I'm not talking about your butt so don't get weird. The boys might want to see it.''

''I'm not exactly finished with it.'' answered Lucy.

''Alright, when you are done, I wanted to be the first one to read it.'' smiled Levy.

''Okay, sure.'' responded Lucy.

''Alright, yay!'' cheered Levy. ''I can't wait!''

---

Flashback over...

After that day Lucy promised had Levy that she'd be the first one to read her novel when she finished it.

''And just like the other day.'' thought Lucy. ''She worked hard to help us out.''

She remembered the Changeling incident.

''What they've done is unforgivable! cried Lucy with tears. ''They're gonna pay.''

---

Oak Town...

Oak Town, located in the northeastern sector of Flore, was home to the Phantom Lord guild. The guild itself was a large, stone castle-like building that towered ball the other structures in the town. Inside of the guild the Phanton Lord members were all lounging around, drinking beer, talking, and laughing.

The biggest conversation topic today was Gajeel defeating three Fairy Tail members singlehandedly and hanging them up on a tree in a city park for everyone to see.

Three wizards were sauntering toward the main doors with smug smirks on their face.

''Man! I heard Gajeel beat the pulp out of three Fairies last night.'' one of them said.

''If we can do that, why should we stop ourselves by hunting some little fairies.'' Another one said and they all started laughing.

But as they reached the door, their laughter vanished. A sudden explosion that destroyed the doors sending them flying high and they looked like grilled chicken. They were under attack.

As they smoked cleared, their attacker was revealed to be none other than Natsu backed by Ben, Erza, Gray, and the rest of the Fairy Tail Guild.

''Fairy Tail has come calling!'' declared Makarov.

A group of Phantom Lord wizards immediately jumped at Natsu, letting out battle cries. The Fire Dragon Slayer shot out a wall of fire, blasting back at the group, their bodies charred and smoking.

''Alright! Who wants to play with fire?!'' asked Natsu, roaring.

Ben stepped forward and swiftly activated the Omnit

The Phantom Lord wizards quickly got over their shock and charged head on at Fairy Tail. Natsu charged headfirst at the large pack of enemy wizards, both of his hands lightning up their flames and punching the lights out of their opponents.

Meanwhile, Macao held out his hand. ''Fist Net!'' he chanted without warning, several bluish-purple tendrils of energy manifested out from a purple magic circle on his hand and wrapped up several Phantom Wizards, suspending them in the air. Macao turned to Wakaba behind him. ''Now Wakaba!''

The Smoke wizard smirked. ''On it! Here comes. Smoke Punch!'' he chanted as suddenly; multiple pink magic fists fired out from Wakaba's pipe and punched the Phantom wizards trapped in Macao's net.

Several Phantom Lord wizards charged at Alzack who was fitting his guns. ''Guns Magic!'' he chanted as he fired magical bullets at the wizards at once, making them collapse to the ground, from being electrically shocked. ''That was my Spark Shot!''

Then another Phantom Lord wizard was behind him with his hand engulfed in a yellow light.

Suddenly he was shot by a bullet. Alzack turned around to see Bisca with a snipe rifle.

''Nice shooting, Bisca.'' complimented Alzack.

''You're getting a little rusty Al!'' Bisca told him. The green haired girl locked on her Magic Sniper Rifle, aiming at multiple Phantom Lord wizards. ''Homing shot!'' she chanted she charged up a shot which homes in on the targets and explodes upon contact sending the wizards away.

Ben was charging at a group of Phantom Lord wizards he activated the Omnitrix and selected an icon head and slammed the dial down as his body engulfed in a flash of green light.

When the green light died down standing in Ben place was an orange and white humanoid bipedal tiger that wears green and black luchador and a black Fairy Tail guild mark on his left arm.

''Rath!'' he shouted. ''Let me tell you something Phantom Lord Guild, rival of Fairy Tail you can hurt me, the things I stand for, and even my feelings if I had any, but no body and I mean nobody hurts my friends without getting a major beating!''

Rath slammed two of them that he was holding together which caused their heads to knock against each other and both get knocked out.

Rath then charged at another of the Phantom Lord members and grabbed one and jumped up into the air one of the tables and called out. ''Polaris Piledriver!''

He charged at two more and called out. ''Antarian Arm Bar!'' And knocked more than the two over that he had originally been targeting and he grabbed another and called out. ''Ophiuchus Face-Plant!'' And he smashed his face into the ground.

Rath then picked up another one and threw in the air and called out. ''Sirus Butt-Kicking!'' and the tiger alien kicked him literally in the butt.

Then Rath slapped the Omnitrix symbol and transformed into his Pyronite form.

''Heatblast!'' he shouted in a deep raspy voice.

Heatblast shoot fireballs at Phantom Lord wizards.

In the midst of the fighting, Makarov stood nonchalantly with his arms crossed and his eye shut. A large mass of Phantom Lord wizards, who surrounded him, all charged at once. Makarov opened up his eyes, bright golden light shining out of them. All increased to a height of 60 feet, the same height as Humungousaur fully grown.

He slammed his palm on the stone floor, trapping a few wizards underneath. They all stared up in fear and awe.

''He's... a monster!'' cried a Phantom wizard fearfully.

''AND YOU DARE LAY YOUR HANDS ON THIS MONSTER'S CHILDREN!'' bellowed Makarov; golden light illuminating off his body. ''WERE YOU REALLY FOOLISH ENOUGHT TO BELIEVE THE COUNICL"S LAWS WOULD PROTECT YOU FROM MY RAGE?!''

The Phantom Lord members all paused, expressions of shock and awe plastered on their faces. They were amazed by the power shown in Master Makarov and the members of Fairy Tail.

''He's so powerful!'' one remarked.

''Yeah, and his members are strong too.'' added another one.

''I didn't know Fairy Tail was like this.''

As Fairy Tail continued their onslaught on Phantom Lord, the super-grown Master Makarov glanced around. ''José, SHOW YOURSELF!''

Erza, who was in her normal Heart Kreuz armor, slashing two swords away her opponents, Re-Quipped into her Flame Empress Armor. Erza cried out as she leaped into the air her flaming sword at a group of Phantom Lord wizards. The attack sent them sprawling back and beaten.

''TELL ME!'' she yelled. ''Where can I find Gajeel and the Element 4?!''

Meanwhile, Gajeel was stood atop one of the many timber rafters on the celling. Gajeel smirked at the scene taking place. He had to admit, he was impressed by how much power Fairy Tail was showing, beating up his guildmates like nothing. His eye was caught by Master Makarov, Erza, and Heatblast. He had rumors about Ben taking down the Dark Guild Elseward and that he was apparently responsible for repairing the damage done to the Fairy Tail Guild Hall somehow.

''Ah, the legend herself, Titania Erza.'' remarked Gajeel. ''I guess Laxus and Mystogan are too scared to play, or do they don't care? Either way, Master José knew exactly how this was going to do down.'' he grinned. ''Looks like they're really good fighters... for a bunch of scumbags.''

---

Magnolia...

Back at Magnolia, Lucy had gone to the market to give some groceries for Levy and her team. She was walking across the lane when the sky got dark as rain clouds covered sun and soon it started raining.

''That's unusual. Raining like this on a clear day.'' noted Lucy when she noticed someone was approaching her.

The person was a slender, teenage girl with azure, blue hair in a long, tightly curled at the base midnight blue eyes, snow white skin complexion and a curvaceous figure. She wears a sapphire blue coat, a cream-colored furry trimmed navy-blue shawl with a pure white Teru Teru Bosu attacked to it, as well as a matching Russian Cossack hat.

''Drip, drip drop.'' said the girl in blue.

Totally confused. ''Umm. Excuse me?'' asked Lucy.

''I'm Juvia, the Rain Woman. Where I go, the rain goes with me.'' introduced the girl now named Juvia.

''What a weirdo?'' mumbled Lucy.

''Well then, I guess I'll be going. Nice to meet you.'' replied Juvia bluntly while keep moving.

''Hey wait. Take the rain with you!'' yelled Lucy but didn't get any answer. She was about to say something else, but an echoing voice attracted her attention.

''Non (no), non. Non, non, non. Non, non, non. II est pasbon de laiseer Comme ca (French translation for it's not good to leave like this) dear Juvia. It's so much like you thought.'' said the voice.

After this, a bulge started to appear in the ground, and it soon transformed into a person. This person is a slim man of average height with a tiny, pointy mustache and green hair pointing upwards. His right eye is always hidden by a monocle, attached to a slim chain; under it, the eye itself seems small and round, in contrast to his other, larger eye. He wears a formal attire consisting of a brown suit with a ragged collar bearing six prominent protrusions jutting outwards three on each side over a white shirt paired with a red tie and simple shoes. He also dons what appears to be a short cape attached to both of his elbows, linking them.

''Great another weirdo. Why am I bumping in so much of them today?'' wondered Lucy with funny face expressions.

''We mustn't forget the task at hands like this. ''Apprehender la cible (French translation for apprehend the target?.'' said the man as he moved like a snake soon was standing beside Juvia.

''Cible that means target.'' realized Lucy with alertness in her voice.

''Oh! How rude of me declaring you target without introduction?'' asked the man. ''Allow me to introduce myself I'm Sol of the Element 4 also known as Sol of the Earth. But you can me Monsieur Sol mademoiselle.''

''I heard about Element 4. You guys are from Phantom Lucy.'' stuttered Lucy angrily as she let go of her groceries placed them on the ground and took battle stance.

''Corriger (meaning correct). And this is my companion, Juvia of the Rain. We are here to collect you. Please, come with us without creating any nuisance.'' replied Sol.

''Are we done notifying?'' asked Juvia. ''After all we are said to do the job as quickly as possible.''

''As if I let you? You're the one who attacked my friends. I won't let you get away with it.'' stated Lucy in anger. But as she tried to grab her Celestial Gate Keys, she found herself trapped in a water orb and started suffocating.

''It's no use. You cannot break my Water Lock spell. So, any more struggles will be futile.'' informed Juvia.

Then Lucy lost her consciousness.

''Don't be afraid we have orders to keep you alive. You are nothing but then more of a target for our retreat mission for the Master.'' Juvia told the unconscious Lucy. ''Lucy Heartfilia.

''It's done!'' cheered Sol.

''The target has been captured. Drip. Drip. Drop.'' concluded Juvia.

Lucy's Celestial Spirit Gate Keys were left on the ground.

---

Phantom Lord Guild Hall...

As the battle waged on below, Natsu was consuming the fire that Phantom Lord wizards shot at him, which stunned them. The pink haired boy burped as hungry grin spread on his face. ''Oh yeah, now I got a fire in my belly!''

''No way! He ate fire!'' cried a Phantom wizard.

''You don't think he's one of those?'' asked another one in fear.

Natsu slammed his fists together, a reddish-orange circle appeared in front of them. ''I'm gonna blow you away! Fire Dragon's Roar!'' he chanted. He put both hands over his mouth like a trumpeter a huge torrent of flames bursting out. The sent the group flying back with burns.

Gray, who wasn't wearing a shirt, stood in the center of a big pack of Phantom wizards. The wizards all charged at the black-haired teen, but Gray remained calm. He put his fist on top of his palm and held them out.

''Ice Make: Lance!'' chanted Gray as a barrage of icy lances shout out from an icy blue magic circle in front of Gray. The lances sent the wizards sprawling back uncontrollably.

Erza had reequipped in her Black Wing Armor. She flew through the air; she slashed her silver blade at their enemies and threw them around like nothing.

Eventually, Natsu and Gray went back-to back, the formers' hands covered in flames while the latter shrouded in icy mist.

''You're not doing so bad for being a snowman.'' quipped Natsu.

''I could say the same for you too, Pyro.'' replied Gray.

As Fairy Tail and Phantom Lord continued battling Makarov went up some stairs. ''Erza, Ben I'll leave the rabble to you two I'm going to find Jose!'' he called out.

''Yes sir.'' responded Erza.

''You got it.'' said Heatblast.

Makarov walked leisurely but with a menacing aura casting off him. ''Jose must be on the top floor.'' he growled. ''When I find him, there will be hell to pay.

Erza watched as Makarov disappeared from view. ''Please be careful.'' She prayed.

Makarov walked up to a wall, and without having to touch it, the stone was blasted away. On the rafters above, Gajeel sneered as Makarov proceeded into the giant hole in the wall.

''Now that their little loss man is out of the way.'' said Gajeel. ''It's time I throw myself into the mix.''

The Iron Dragon Slayer then jumped off the wooden girders, descending to the floor below. A hungry, sadistic grin spread across his face.

The battle between Fairy Tail and Phantom Lord continued.

Three Phantom Lord wizards charged at the Heatblast who smirked and slapped the Omnitrix symbol as a flash of green light engulfed him.

When the green light died down, he was replaced by...

''Nightmare!'' he shouted.

Nightmare outstretched out his arm up, and suddenly black tendrils came out of the shadows. Nightmare flicked his wrist, and the tendrils transformed into black chains and wrapped around the Phantom Lord wizards, standing them still.

''Yeah!'' exclaimed Natsu; his fist covered in flames. ''These guys to nothing on us!''

Suddenly, a crash got everyone's attention. The guild members from both sides cased fighting and looked up at the large Phantom Lord sign in the room. Standing on top was none than Gajeel.

''You were saying?'' Gray asked Natsu with a glare.

''It's the Iron Dragon Slayer.'' muttered Erza. ''Black Steel Gajeel.''

''That's the Iron Dragon Slayer?'' asked Nightmare.'' Erza nodded.

Then suddenly, Nab, jumped into view behind Gajeel. ''You attacked LEVY! AGGHH!''

Before Nab could punched him though, Gajeel transformed his right arm into a large, iron pillar and swiftly slammed it into Nab's torso. Gajeel's iron-club arm kept stretching out unit it smashed across the floor, forming a trench and knocking back his guildmates in the process.

''Okay... that's new.'' noted Nightmare. He never recalled turning into an alien or facing an opponent who could do a move like that.

''What the?!'' asked Gray in shock. ''He just knocked back his own guildmates with one attack!''

Gajeel jumped from the billboard and landed safety on his feet. He chuckled at his iron-club arm reverted back to normal.

''Show me what you got. Unless you scum are too scared to face the great Iron Dragon Slayer.'' taunted Gajeel.

''Too scared!'' yelled an enraged Elfman as he lunged at straight at Gajeel. His arm which was transformed into some sort of beast-like appendage, was cocked back. ''Real men have no fear!'' as a magic circle appeared in front of Elfman as his beast arm shifted into a rigid arm that seemed to be made out of stone like bricks. His rocky fist connected with Gajeel's shoulder but had no effect on the black-haired teen.

''So, you're Elfman, huh?'' asked Gajeel. He then shifted his other arm him into an iron pillar and extended it towards Elfman.

The large white-haired teen was quick to dodge the attack thought. As Gajeel's arm returned to normal, he then kicked his leg out, which instantly changed into an iron-club and stretched toward Elfman at high speeds. Amazingly, Elfman caught the pillar with his hard stone hand but was pushed a few short feet back.

''Ah, not bad, big guy.'' praised Gajeel with clear sarcasm in his voice.

''Well, that's because I'm a real man.'' stated Elfman.

''Yeah?'' asked a smirk Gajeel. ''Well then, let's see how a real man handles this!''

Without warming, a few lumps grew from Gajeel's leg. They quickly stretched out into miniature pillars and smacked into random Phantom Lord members nearby who were spectating.

''They're Phantom! You attacked your own men?!'' shouted Elfman as he looked at the Phantom members being knocked back by Gajeel's manifested pillars.

''Because I knew it would distract yah!'' explained Gajeel. His right arm shifted into a club and slammed into Elfman's face, driving him back.

Natsu jumped into view and used Elfman as a springboard to launch himself at Gajeel. He dodged another iron-club that Black Steel attempted to strike him with. The fire wizard lite up his hands with flames and delivered a wicked right hook into Gajeel's face. The blow sent the iron wizard flying back and crashing through the bar area and no noticed Natsu wince in pain before he forcibly shook it off.

''Whoa, he sent him flying!'' commented a Phantom wizard.

''No one's ever done that before.'' added another one uneasily.

With a small groan, Gajeel steadily picked himself out from the wreckage of the ruined bar countertop, glaring at the pinked haired wizard who punched him.

''Allow me to introduce myself!'' shouted Natsu with hist fist still shrouded in fire. ''I'm Fairy Tail's Dragon Slayer.''

A wicked grin grew across Gajeel's face.

''Elfman, leave this guy to me.'' demanded Natsu.

''Aw come one!'' complained Elfman. ''First you used me as a springboard and now you're stealing my man-to-man fight?''

''I don't care who my opponent is cause either way you're all dead mat.'' said Gajeel before he jumped forward and shouted. ''Iron Dragon Club!''

The black-haired wizard's arm shifted into a large, steel colored pillar and extended toward Natsu. Natsu managed to catch the club but was still driven back a few meters.

''Natsu!'' yelled Erza. She took a step forward, worried for her friend, and ready to jump in if necessary.

However, Natsu came a stop as his feet forward a grip on the stone floor. The fire wizard's fingers were now smoking as his hold Gajeel's clubbed arm tightened.

''You tried to destroy our Guild Hall and then you attacked Levy's team.'' snarled Natsu. He lifted up his head and glared at his opponent. His hands ignited in flames as his fury increased. ''I'm gonna make you pay!''

''Oh boy, he's fired up now.'' commented Nightmare as he trapped Phantom Lord wizards in a shadow cage.

''Yeah.'' agreed Macao. ''I'd hate to be that other guy.''

Natsu tossed Gajeel upward. The iron wizard, however, used one of the rafters as a springboard to launch himself back at Natsu. But the Fire Dragon Slayer expected this as he reared back and connected his flaming fist with Gajeel face, sending him crashing into a wall. However, this caused his to cringe in pain once again as he felt like this hand, was getting bruised from hitting his hard scaled skin.

''Natsu are you okay?'' asked Macao seeing him rub his hand.

''Of course I'm fine this doesn't hurt on bit!'' proclaimed Natsu and tried showing it by cracking his knuckles but that made him cringe in pain. ''OW!''

''He's so feeling pain.'' thought everyone else.

''Alright fine.'' huffed Elfman in annoyance but conceded. ''You're manlier than I thought. I'll let you have this one, but you gotta promise me that...''

''Too bad.'' interrupted Natsu, turning around as he placed a hand on his right bicep. He knew Elfman was fixing to say to leave some for him. ''I'm gonna beat him to a pulp!''

Their attention was grabbed again from the sounds of shifting rocks. They turned to the pile of rubble by the wall where Gajeel had crashed into. A fist broke out and stone fragments were moved aside as Gajeel stood back up. He appeared to the unscathed.

''Nice try Salamander, but I'm still standing.'' mocked the Iron Dragon Slayer.

''You won't be much for longer though.'' retorted Natsu.

Gajeel's grinned widely. ''Oh yeah!''

Suddenly, Gajeel rushed forward at blinding speeds. Natsu was unprepared for his opponent's iron-clubbed leg slamming into him. The pink haired wizard was thrown back across the floor, forming a crevasse and throwing up rocks and dirt.

''That's hurt.'' remarked Gray.

''This is pretty crazy.'' noted Loke.

''Oh, what's the matter?'' questioned Gajeel in disbelief. ''You can dish it out, but you can't take it?''

Instantly, stones and cracked wooden boards went flying from the trench as the fire blazed upward. Natsu jumped out and stood in front of the Iron Dragon Slayer, A hungry smile was spread across his face.

''It's gonna take more than that to keep me down!'' proclaimed Natsu.

The black-haired wizard grinned. ''You seriously think you can beat me ya pyro?'' A pale green circle appeared around his right fist.

''What do ya mean think? I know I can!'' countered Natsu as a fiery-colored magic circle appeared around his fist as well.

''We'll see about that!'' yelled Gajeel. He shifted his arm into a metal club and shot it toward Natsu.

The Fire Dragon Slayer easily caught it with his flaming hands, only being driven back a couple of meters.

''Your steel beams can't even tough me.'' The metal pillar between Natsu's hand began to liquefy as his anger nose. ''You better start steeping up your game!''

''The rumors are true.'' said Gajeel. ''You're way more powerful than yah look.''

The Iron wizard pulled back his club arm as it shifted back to normal, a bit of smoke billowing off of his skin. ''Ha! That actually burns a little.'' he jeered. ''Is that all ya got, Salamander?''

''That was only my warm-up.'' scowled Natsu. ''I'm just getting started. You ain't seen nothing yet, yah metal freak!''

For a moment, the two Dragon Slayers stared down at each other. Fairy Tail and Phantom had all ceased fighting as they watched the fight. The tension in the room was palpable.

Suddenly, the stone floor beneath both Dragon Slayers erupted as they lunged at one another. Natsu threw a right jab and then a left hook, but Gajeel blocked each attack and then punched Natsu in the face, specifically his left eye.

Natsu went sliding back, he growled in pain from the hit to his eye. ''Man, this guy is tough.'' He muttered.

Gajeel leaped high and aimed himself to deliver a powerful kick into Natsu. Salamander thought cocked back his flaming fist and punched the sole of Gajeel's boots. He went flying upward, but a couple of spikes popped out from the heels of his boots, allowing him to sand upside down from a wooden rafter.

Natsu crouched low and jumped at Gajeel, intending to strike him again. Gajeel was ready as he shifted his arm into an iron-club to block the blow; however, the force behind it sent the iron wizard careening upward as he crashed through a couple of rafters.

''How do you like that, huh?!'' asked Natsu.

Gajeel grabbed onto a support beam and pierced the rafter with his spiked heels as he did before. ''Don't get too cocky! It won't happen again!''

The two continued to glare at each other, the anger between them was profound. The attention of both Guilds had been captured by Natsu and Gajeel's fight. Even Ben found himself engrossed in watching the brawl, though if things did get too intense, he was ready to step in.

Gajeel made the first move as he transformed into his arm into an iron-pillar and stretched it toward Natsu. The fire wizard was quick to dodge out of the way, letting Gajeel's club destroy the girder he was previously standing on. Natsu lit his feet on fire and blasted himself straight at the Iron wizard, his fist cocked back.

''Fire Dragon's Iron Fist!'' he chanted.

Gajeel was too slow to jump of the way, but he held up his iron-clubbed arm and used it to black the punch. However, the firepower and strength behind it sent him hurdling downwards. A few Phantom wizards jumped out of the way as Gajeel slammed into the floor, creating a shallow crater.

Natsu descended from the rafters and landed on his feet near the crate edge. A hazy dust cloud was billowing over the hole.

Natsu smirked brightly. ''Had enough yet?!''

There was no response. Natsu, along with the others watching were beginning to think Gajeel was down for the count. But suddenly, a huge iron-club shot out from the dust cloud and slammed into Natsu's gut with a lot of force. The blow sent the Salamander smacking hard into a wall, burying him under a big pile of rocky rubble.

''Natsu!'' cried Erza.

Gajeel stepped out of the small crater, his arm reverting back to normal. A grin of smugness was adorning his lips.

''Anyone else wanna give me a try?'' challenged Gajeel.

Shaking his head from his worries, the Omnitrix wilder stepped into action. Nightmare rushed forward and stopped a few meters away from the black-haired wizard.

''I'll take up your challenge!'' announced Nightmare.

Nightmare slapped the Omnitrix symbol as a flash of green light engulfed his body.

When the green light died down standing in his place was a silicon-based lifeform. He is literally a living planet. He is a large, bulky, reddish-brown alien with rocky skin, a giant mouth with teeth that are also made of rocks and a molten lava planet core at the center of his body. His feet are tan with three toes, and he has three fingers and one thumb on each. He wears black shorts with green stripes, a green belt with white stripes and the Omnitrix symbol on his forehead. There is a black Fairy Tail Guild mark on his right shoulder.

''Gravattack!'' he shouted.

The Fairy Tail and Phantom Lord wizards were taken back from this unseen transformation. A few Phantoms began to mutter in awe and fear.

''Wow! What kind of wizard is this guy?'' asked a random Phantom.

''He can change in between Take-Overs. That's crazy!'' exclaimed another one.

Erza stared at Ben amazed, wondering what form is and was capable of.

''Whoa, what can thing do?'' asked Gray the question that was everyone's mind.

Gajeel glared at Gravattack. ''So, you changed into something big. Big Deal! Doesn't mean I'm gonna beat you senseless!''

''Well, Gajeel. I'll give you one last chance to give up while you're still a head!'' Gravattack told him. ''You can't beat me!''

The Iron Dragon's cocky grin grew bigger. ''Bring it! I'm not afraid of you, freak!''

''You should be.''

With that said, Gajeel rushed forward and leaped in the air, changing his right arm into a pillar once again and shooting at Gravattack. The Galilean smirked. Gravattack hold up his arms, while green was emitting from his hands using his graviknesis to lifted up the Iron Dragon Slayer as he floated up into the air.

The Fairy Tail and Phantom Lord wizards were shocked and amazed.

''Hey!'' shouted Gajeel. ''What the hell is going on here?!''

''That's why I called this guy Gravattack. Now how about I take you for a spin?'' quipped the Galilean grinning impishly.

Before Gajeel could say anything, the two sides were taken by surprised when Gravattack levitated in the air and rolled his body in a rocky planetoid shape. Gravattack used his gravikensis to pull Gajeel into an elliptical orbit around his body. The Galilean increased his pull on Gajeel and before long the Iron Dragon Slayer was being spun around at insane speeds until he was nothing but a blur.

''Whoa.'' murmured Macao, impressed. ''He's spinning Gajeel around really fast.''

''Yep.'' agreed Wakaba. ''That should do it.''

''I've never seen that form before.'' noted Cana.

''What's he doing to Gajeel?'' asked Loke.

''I think Ben called that form Gravattack.'' explained Erza. ''It's seen that he has the power to control gravity.''

After a moment, Gravattack unrolled back to his bipedal form and let touch the ground again. However, he still had Gajeel floating in mid-air. He then sent a gravity charged fist into the Iron Dragon's face.

The power of the attack sent Gajeel flying until he smashed straight through the wall, tumbling somewhere outside.

''I think that wrap this up.'' remarked Gravattack.

A groan caught his attention. He looked to the side to see Natsu standing out of the stone debris, rubbing his torso area.

''You, okay?'' asked Gravttack.

Natsu curtly nodded. ''Fine.''

Before anything else could be said, the building began to shake violently.

''Everything's shaking.'' noted Wakaba.

''I guess they're going at it.'' said Loke.

Gravattack paused and looked up. In a flash of green light, he transformed back to Ben. ''That doesn't sound good,'' he pointed out.

''This is what happens when Master Makarov's angry.'' remarked Cana.

''It's called the Giant's Wrath.'' explained Macao.

''Nobody will be able to stop nim now.'' said Nab confidently.

A few Phantom Lord wizards began to whimper in fear.

''He's going to make the Guild Hall collapse!'' cried a Phantom wizard.

''When the master gets angry, he's even manlier.'' commented Elfman.

Erza, who had re-quipped back into her Heart Kreuz armor. held up her magic sword and slashed it across the air. ''Prepare to fight! We cannot lose as Master Makarov is with us!'' she declared.

---

Top of the Tower...

Master Makarov had just activated his giant's wrath as he was closing on Jose It been a bit of a long walk up the stairs, but he wasn't in a hurry. After all, if he ended the war against Phantom Lord this quickly then his children's downstairs would complain about not having dealt their won payback on Phantom Lord.

Now however he had made it upstairs and was walking down the hall that led where José is. His body was flaring with that looked like a mixture of light and lightning magic that was reflecting his anger. His cape and white little hair he had on his head were swaying around like if he was in a storm. The ground beneath him shattered with every small step he took. Quite frankly it was amazing the floor didn't cave in with how much damage it was taking.

After a few moments he reached the door to where José resided and proceeded to walk through it by blowing the entire wall to piece. As the rubble feel to the ground, he looked ahead to see Jose lying in his throne with a smirk on his face and being not the least bit bothered by the destruction he was causing or the amount of power he was releasing.

''JOSE!'' shouted Makarov in a voice that was deeper and echoed most likely due to his magic as he walked towards him.

''Welcome Makarov, I was wondering how long you were going to make wait.'' greeted Jose almost politely.

''Why are attacking Fairy Tail? TELL ME?!'' demanded Makarov as he stopped just a few feet in front of him.

''I haven't seen you in quite a while Makarov, it's been 6 years since we've last seen each other. I believe it was during that guild conference 6 years old that we last saw one another.'' began Jose ignoring the question. ''I was complete mess back then; I just can't seem to hold down liqueur as well as the rest of you.''

An a fit of anger Makarov reared his right arm back as it grew to a larger size before he quickly swung it forward as it seemed to stretch and pound José into the wall behind him as a dust cloud formed from the shattered concrete.

''I didn't come here for small talk you bastard; I came here for answers, and I want them now!'' stated Makarov as his aura of magic power was now gone since he calmed himself down.

When the dust cloud cleared his eyes widened in surprise at seeing José's body momentarily fade like a TV channel that received static inference before it regained its quality appearance.

''A projection?!'' inquired Makarov with anger and annoyance. ''You coward, I should've known you wouldn't have the courage to face me!''

''It's not fear, I'm simply trying to avoid a fight between two of the Wizard Saints. Especially since I don't want to completely destroy my building. In spite of all this I prefer a more sensible victory without having to make all the commotion.'' stated the projection Jose while still having his superior smirk displayed.

''Why are you hiding?! You attack the guild and my children and then hide when I come to face you! Come out here and fight me like a man!'' challenged Makarov.

Instead of answering his challenge, a new projection began to appear in front of Jose's feet. Eventually it materialized to show Lucy with her hands tied behind her back and unconscious on the floor.

''Lucy? But why do you have her?'' questioned Makarov in surprise and confusion at seeing her.

''Why you ask?'' asked Jose with a raised eyebrow. ''You mean she's a member oof your own guild and you don't even know? I'm surprised that miss Lucy Heartfilia never told you the truth?'' he finished his words by aiming his hand towards her as a magic circle appeared in front of in in clear preparation to attack her.

Makarov's eyes widened in worry. 'NO DON"T!'' he shouted while moving forward when she all of a sudden, he heard a noise from behind him and turned to see that someone had snuck up on him.

He is an extremely tall and massive man with tanned skin. He didn't seem to have visible hair, and possessed a rectangular, elongated face with prominent cheekbones, which has his rounded chin jut downwards, something that somehow negates the somewhat angular look his face would have otherwise. A thin, vertical dark line is present on his chin crossing its whole length up to his lower lip, and nose is flat. His upper body is covered by a large, loose green coat sporting white edges, which is close around his neck, sporting a wide and high collar, but left open on the front below it, revealing a pale red, similarly loose and ruffed pale red shirt, with its high collar, split in three horizontal straps circling his neck, being held closed by an equal amount buttons, one for each strap. Appearing from below such shirt is a similar robe, seemingly yellow in color, which almost reaches down to his feet, revealing an extremely loose pair of pants with prominent hems and a pair simple, dark shoe. His outfit was completed by a top hat sitting on his head, matching his coat in color. However, the strange thing about him was that he was wearing a blindfold.

This was Aria, the strongest member of the Element 4 and user of Air Magic.

''Where did he come from?!'' I didn't even sense his presence?'' thought Makarov before he saw that the guy began to cry and have tears come out through his blindfold like a miniature waterfall.

''It's so sad! So sad!'' cried Aria before a flash of light was emitted from him, blinding Makarov before he was overcome with pain and blown through the floor and down below.

---

Downstairs...

All of a sudden, everyone's attention was grabbed as something fell from the ceiling and crashed into the floor.

''What was that?'' asked someone.

''It fell from the rafters.''

When the dust cleared, everyone including Ben, gasped in shocked horror. Lying in a small crater in the floor was Makarov. His skin had turned into a sickly green as well as his eyes and hair only a lighter shade.

''It's Gramps!'' shouted Natsu.

''Master!'' cried Erza in worry.

Ben, Gray, Natsu, Erza, and Cana immediately came to Makarov's side, Erza picked him up in a cradling position.

''M-m-my-m-magic power, it's.'' stuttered Makarov, struggling to form a sentence.

''Master, calm down.'' said Erza, softly.

''What happened to him?'' asked Cana.

''I don't know. But I don't sense any magical energy coming from him at all.'' answered Gray.

''That's bad, right?'' Ben asked Gray.

''Gray, are you saying he's just an ordinary old man now?'' asked Elfman in disbelief.

''No, that can't be!'' exclaimed Happy, ready to break out in tears.

''Come on Gramps, you can pull through this!'' encouraged Natsu.

While the Fairy Tail members were on focused on Makarov, Gajeel stumbled back into the building through the gaping hole in the wall.

''Hmph, guess the fun's over and jut when things were starting to get good.'' he mumbled.

Black Steel looked around for Gravattack and didn't find him anywhere. Instead, huddled around Fairy Tail's fallen master, he spotted a brunet teen wearing a green jacket. ''Is that him? Doesn't look like much Still though.'' he glanced at his chest where Ben punched him. ''He packs a serious punch. Makes me wonder what else he's capable of. Maybe he'll give me a real fight sometime soon.''

''I don't understand.'' gapped Gray. ''Gramps is so powerful, how did they beat him?''

Ben turned his gaze from Makarov to the celling. He could see a straight shot all the way to what he presumed was the top floor, where whoever did this to Makarov would presumably still be.

''Only one-way to find out.'' stated Ben.

''Their master's been defeated!'' shouted a Phantom Lord wizard.

''For real?''

''He's out!''

''You guys. We can beat 'em.''

''Yeah, we can take these flies!'' added another one.

Erza, with a tear in her eye, turned to Phantom wizards. She had heard them speaking and knew that with their master out, their spirts would be revived. ''This is not good.'' she thought.

''LET'S GET EM!'' one cried out.

The now recovered Phantom Lord wizards all charged and attacked Fairy Tail. Natsu quickly lit up his fists with fire and punched a Phantom Lord wizard who tried to jump him.

''Don't you start getting cocky!'' exclaimed Natsu.

Being taken surprised by Phantom Lord's attack, Ben quickly activated the Omnitrix, selected an icon without looking and slapped down the dial. After a flash of green light, standing in his place was blue and black moth-like alien.

''Big Chill!'' he shouted in an eerie whisper voice.

A clique of Phantoms lunged at Big Chill. The Necofrggian simply went intangible, letting them pass through him. He opened up his wings and hovered in the air. Big Chill inhaled deeply and exhaled a sheet of ice over the pack of wizards, freezing them like sculptures.

''Plese, just chill out, will you...''

Big Chill looked around. Phantom was begging to gain the advantage due to the Fairy Tail's fractured spirits. Though Ben could handle himself just fine against these Phantom creeps, he knew that now that the master was down. They had lost their advantage. Continuing the fight would only cause more injuries ultimately led to defeat.

Erza realized the same thing as Ben as she surveyed the battle.

''I can't do this. Without the master, we aren't strong enough and our morale is dangerously low.'' thought Erza. ''We must retreat! Everyone back to the guild at once!'' she commanded.

Natsu tossed away a Phantom wizard and stared at Erza incredulously. He wasn't the only one. Gray, Loke, and Elfman looked at her with shocked expressions.

''Erza?'' stuttered Loke.

''No way!'' protested Gray. ''We can't give up!''

'Real men never retreat!'' added Elfman.

''I still got some fight in me.'' muttered Macao. He was banged up and had Cana under his shoulder to support him.

''Me too.'' concurred Cana. ''We can stay.''

''Guys.'' Big Chill flew down toward them. ''I never like retreating but we've lost the upper hand; besides, Makarov needs help now!''

''Ben's right. We can't stay. We don't stand a chance against Jose. Now retreat! That's an order!'' commanded Erza.

Meanwhile, along the rafters of the Phantom Lord guild hall, Gajeel watched as Fairy Tail fled out of the building. While still hanging upside down, he sneered as Fairy Tail began to fall back.

''There they go.'' He noted. ''I knew it wouldn't be long before those gutless cowards gave up and started running for their lives.''

''They're retreating with sorrow in their hearts.'' declared Aria standing on the rather above Gajeel.

Gajeel flipped back to stand up on the girder next to Aria. ''Aria, I can see you're creepier than ever.'' he commented. ''I gotta commend for taking down that Fairy Tail geezer.''

''I just followed Master Jose's orders.'' Then, a waterfall-sized number of tears began to pour out from beneath his blindfold. ''But thank you!'' sobbed Aria.

''Why are you always crying? Geez, cut it out!'' shouted Gajeel in annoyance. A malevolent grin then grew on his lips. ''So, what happened to that Lucy girl?''

From below, Natsu's keen hearing had picked up what Gajeel had said. He immediately turned to look up at him.

''She's been captured.'' replied Aria. ''The poor wretch is being held in a gloomy cell at headquarters.''

''So much for giving her a warm welcome, huh?'' joked Gajeel smugly.

''No way.'' whispered Natsu, stunned over this new information.

''Is there something wrong?'' asked Happy in concern.

Natsu didn't respond as he glared up at the Iron Dragon Slayer. ''GAJEEL!''

The Iron Dragon Slayer looked down at Natsu and smirked. ''We'll finished this someday, Salamander.''

Aria extended his right arm behind Gajeel and then both wizards vanished into thin air.

''Those jerks kidnapped Lucy.'' mumbled Natsu his anger Bolling high.

Happy screamed in response.

''Everybody out!'' yelled Erza as flocks of Fairy Tail wizards ran past her, bolting for the main gate. ''Let's go!''

''No way! I'm not falling back yet!'' asserted Gray stubbornly. ''They're gonna pay for what they did.''

Erza came forward and gently lowered Gray's hand. ''Please.'' she begged.

Gray's eyes widened in shock., he certainly wasn't expecting from the toughest woman in Fairy Tail. She put her face into his chest, tears streaming down her face.

''We need him.'' she continued, her voice quivering in between her usual commando tone and sobbing. ''We can't win without the master.''

Without a word, Gray gave in. Erza lifted her-tear filled face from his chest as both wizards sprinted for the door.

Fairy Tail ran out the main doors as they retreated, Big Chill had formed giant wall of ice on the floor between him and Phantom Lord, blocking any attempts by them to continue their chase.

He landed down and transformed back to Ben. As he was just about to follow the others until he noticed that a certain Dragon Slayer and flying cat were still in the Phantom Lord guild hall. Natsu grabbed a Phantom Lord member by the shirt.

He walked towards them.

''What's up, guys?'' asked Ben.

''These jerks kidnapped Lucy..'' responded Natsu.

The Phantom Lord member could say out of shock. ''The Salamander, the Flying Cat, and the Take-over wizard don't hurt me!'' he cried.

''We need to have a chat.'' glowed Natsu.

---

A mile outside the Phantom Lord guild hall, Ben, Natsu, and Happy were walking through in rocky terrain with their captured Phantom Lord wizard in tow.

''So, what are we going to do now?'' inquired Happy.

''Isn't it obvious what are we going so we can rescue Lucy. Duh!'' replied Natsu.

Then Natsu addressed their informant.

''Okay pal where is she, tell me.'' he demanded in strangled voice most like from Natsu dragging him by the back of his shirt.

''How should I know I don't know a Lucy.'' he said.

Natsu then ignited him on fire and said to the guy. ''Start talking.''

''I already told you dude I don't nothing now put of the fire.'' he replied.

''You Phantom guys hurt another one of I swear I'll burn every single one of you into ashes!'' threatened Natsu.

''I'm serious man I don't know anything if I knew anything about this Lucy chick, I would have you everything by now.'' stated the guy.

Ben then stopped and Natsu and looked at him with a puzzled look on his face.

''What's up man?'' he asked.

''Did you hear anything around where they were keeping her?'' asked Ben.

''Someone who was talking to Gajeel said they were keeping at their headquarters, but I don't know how that will help us.'' answered Natsu.

''Put the fire out for a moment.'' Natsu did so and Ben knelt down, so he was right in the face of the Phantom guy. ''Okay so you don't anything about Lucy but what about where your headquarters is located.

''Our headquarters is up ahead if I had to guess I'd say they're probably got her locked up there, okay!'' answered the guy.

''You shouldn't just say that in the first place!'' yelled Natsu.

''Aye!'' agreed Happy.

Ben punched the guy in the face hard enough to knock him out.

''He didn't say that because we were asking the wrong question.'' he stated.

---

Phantom Lord Headquarters...

Situated at the top of the rocky hill was the headquarters of the Phantom Lod Guild. Lying in a melancholy, stonewalled prison cell was Lucy, her hands bound behind her back. Lucy's brown eyes finally began to flutter open.

As soon as she regained full consciousness, she instantly sat up with wide guys and blinked a few times. The Celestial wizard was shocked and bewildered as she tried to figure out where she was.

''What the?'' she remarked. ''How did I get here?''

Suddenly, a figure appeared outside cell, looking in through a small iron-barred window with only lower half of his face visible.

''So, you're finally awake?'' asked the man. ''I was just getting worried about you, Lucy.''

Lucy turned to the door. ''Who are you?'' she asked.

The metal door opened and revealed a tall, slim man with long, straight dark red hair that reached his shoulders. His lips were dark colored while his face was long and sharp. His attire consisted of a purple jester-like coat; two dark blue prominent wings similar to a bat on his back, a plain white shirt, and a purple witch-like hat bearing Phantom Lord's guild mark.

He looked at Lucy with narrowed dark eyes and a malign smile. ''I am Master Jose Porla of the Phantom Lord Guild.'' introduced Jose.

'You're with Phantom?!'' asked Lucy angrily.

The blonde wizard then recalled what had happened earlier. She remembered getting trapped in a sphere of water, courtesy of Juvia the Rain Woman, a member of the Element 4 and passing out, inside of it.

''That right was I was attacked by two members of the Element 4.'' she thought.

''I would like to apologize for the dingy cell, being tied up must be degrading. But I'm afraid I had no choice my dear. This is how you treat a prisoner after all.'' said Jose, stepping into the cell.

''You're the jerks who attacked my friend Levy and her team!'' yelled Lucy, ignoring Jose's prattle. ''You better let me go. My friends are gonna come looking for me.''

Jose turned away, rubbing his chin in fake thought. ''Depending on your willingness to cooperate, I'm fully prepared to treat you as a distinguished guest rather than a lowly prisoner.''

''What do you mean by that'' asked Lucy, confused. All of a sudden, when she noticed a pink centipede crawling on her leg she shrieked in a girlish manner. ''Awwww! YUCK! A bug crawled on me!''

Jose smiled smugly. ''See? You don't wanna stay here, do you? I have a fully decorated suite ready for you, if you promise to behave.''

''Why does your guild keep attacking us?'' demanded Lucy, not listening to what Jose's offer.

''Who are us? Oh, I'm sorry are talking about Fairy Tail?'' inquired Jose in a mocking tone. He smiled smugly, showing off his pearly white teeth. ''It was a means to be an end, and that's all.'

Lucy continued to stare at Jose determinedly. ''What?''

''You see, we were working on our main objective of acquiring a certain someone.'' explained the Master of Phantom Lord. ''They happened to be a member of Fairy Tail so if we have to destroy the guild to get a hold of them so be it.''

''What are talking about?'' questioned Lucy in confusion.

''Well, my, you're me such a naive young lady, not all what I would expect from a debutante.'' remarked Jose.

Lucy lightly gasped while her eyes widened considerably.

''I'm talking about of course.'' He continued. ''Lady Lucy, the daughter of the wealthy Heartfila family.''

The Celestial wizard regained her composure and looked back at the Phantom Lord guild master, but bit with the same fire in her eyes as before. ''But... how did you find out about that?''

''You know, I'm surprised you never told you fellow guild members the truth.'' admitted Jose. ''And I don't understand why the daughter of a wealthy tycoon would stoop to such dangerous work as wizard-Ing for such a low-class guild. Do you?''

''I've... been kidnapped?'' She implied.

''No, my dear, I promise it's not like that.'' He replied. ''We're not looking for ransom money; we're just doing our job. We were hired by your father to bring you home to him.''

In response, Lucy gasped in shock as her face plead a bit. ''No.'' she quivered, her hanging low. After a moment, she found her voice and said to no one in particular. ''I don't understand. Why would be want me back?''

'Why do you seem so confused? Any father would go looking for the daughter who ran away from home.'' replied Jose.

The blonde girls' eyes were closed as she clenched her teeth together, trying to keep herself from crying. ''No... not him. Honesty, I'm shocked he even noticed I was gone.'' She then snapped her head back up to Jose, her eyes burring with fury. ''I'm not ever going back to that house! I don't want anything to do with him!''

''Oh dear, I should've known you would be problematic.'' commented the guild master of Phantom Lord., his creepy smile never wavering.

''Well then, you might as well let me go.'' stated Lucy.

''I'm sorry but I can't do that.'' he responded.

''Please, I need to go the bathroom.'' A sweat drop falling from her brows.

''Give me a break. You don't think I would fall for the oldest trick in the book, do you?'' muttered Jose.

To make it seem real, Lucy began to squirm around. ''No please.'' she begged. ''I'm dying here.''

Jose grinned. ''Fine then.'' He then brought forth a bucket out of thin air and land it in front of her. ''Go ahead.''

''A bucket!'' cried the Celestial wizard incredulously.

Jose chuckled in amazement. ''I'm ready for any trick you man throw my way.''

Lucy sighed, and then stood up and wiggled behind the bucket. ''Guess it will have to do.'' She conceded.

''You're gonna do it!?'' shouted Jose, dumbfounded. His left eye began to twitch as he ground his teeth together in disgust. ''Well... I have never met such a vulgar young lady.!'' He turned away. ''I'll turn away because I'm a gentleman.''

Lucy smirked in victory. She then kicked Jose right between the legs with as much force as she could unleash. As a result, Jose cred out in pain and collapsed to the floor, his legs clenched together as he writhed in agony.

''You know, there's a reason old tricks are still around because they work!'' retorted Lucy.

Lucy, then got up, glanced.

''Bye! Take care, kay?'' she winked.

Lucy bolted for the nearest exit, which happened to be a large opening that led outside. However, she quickly stopped when she saw the opening was actually a window that appeared to be cover ten stories off the ground. She let a collective gasp of fear, the cool wind blowing against her body.

Jose grunted as he steadily stood back up, though he was still clutching his groin area. ''Oops! I forgot to mention... this cell is several stories high.'' With a painted effort, Jose slowly walked toward her. ''I must admit, you got a number one me, young lady.''

Lucy glanced down at the ground far below. She shut her eyes as painful memories of her father returned to her.

''But you're not gonna get away with it.'' continued Jose, an uncanny smile reappearing on his black lips. ''You will be punished. I'll show you just how terrifying Phantom Lord can be.''

Lucy's face turned into rock-hard determination. With a deep inhale, Lucy did unthinkable. She let herself fall backward and fall over the edge. Jose, as a result, gasped from absolute shock.

As the blonde wizard plummeted to be doom, she thought. ''I heard them in the distance. I know they're here.'' ''Natsu! Ben!'' she screamed, letting go of al the air in her lungs.

Suddenly, Natsu came running across the rocky terrain at full speed, his face set in determination.

''LUCY!'' he yelled.

With a huge amount of strength, Natsu crouched low and leaped into the air. Miraculously, Natsu caught the blonde-haired girl in his arms. The momentum from his jump sent him and Lucy crashing into an old brick wall; however, Natsu made sure to the full impact.

''Whoa, Natsu caught her!'' breathed Happy.

''Awesome!'' exclaimed Ben, as he ran up behind Happy. ''Nice save, man!''

When the dust cleared, Lucy was lying on top of Natsu, her big breasts were actually pressed up against his face. Ben sweat dropped from this scene, feeling awkward at the moment.

''Made it just in time.'' He mumbled through her chest.

''Yeah, thank you. I knew you'd save me.'' Lucy told them.

A moment later, Natsu united the rope from Lucy's wrists. ''There you go. Are you okay?'' he asked, feeling very concerned for his partner.

''You did just fall several stories?'' questioned Ben, equally worried.

Lucy nodded but with a downcast expression on her face. ''I think so.''

Ben looked at her closely. He didn't know what, but something wasn't right with Lucy. She seemed so desolate, and he doubted it was because she fell. Something had happened while she as in Phantom's clutches.

''That's good news.'' replied Happy. ''Okay, we better head back to the Guild.

''What? That's their headquarters! Let's get em!'' protested Natsu.

''We can't!'' disputed the blue cat. ''Erza told us to retreat!''

''Because she's a wimp! I'll face those guys myself! If I have to.''

''Natsu.'' said Ben sternly. ''Happy's right. We need to leave. You saw what those guys did to Makarov.''

''Exactly! That's why I wanna get revenge!'' declared the Fire Dragon Slayer.

''But you're strong enough to fight them all on your own!'' argued Happy.

''Who said I was going alone? We have Ben here to help out.'' pointed out Natsu.

''Forget it Natsu, I may be strong but I'm not sure the two of us could beat Jose. We're going back to the guild right now before any Phantom Lord members see us.'' Ben told him.

''Oh, come on!'' protested Natsu.

''I'm sorry.'' whimpered Lucy weakly, clutching the end of her blue skirt. ''I'm so sorry.'' Ben, Natsu, and Happy quickly ceased their quarreling and turned to Lucy confused. Their eyes widened a bit when they noticed she was begging to cry. ''All of this... is my fault. But I don't wanna leave. I wanna stay with you guys.''

The trio looked at her in worry. ''What's wrong? You're crying. Why are you upset?'' asked Natsu.

''You can tell us.'' said Happy softy. Lucy didn't respond as he continued to cry.

''You're one of us. You don't have to leave.'' added Natsu.

Ben sighed deeply. ''C'mon, let's back to the guild hall.'' he suggested.

Natsu rubbed the back of his head sheepishly, and conceded. ''Yeah okay, I guess we should.''

Ben activated the Omnitrix, scrolled through the play-list and selected the transformation he wanted, and slammed the dial down as a flash of green light engulfed him.

When the green light died down standing in Ben's place was an alien that has an insectoid body and four crab-like legs and two arms with three-clawed hands. He has four small green eyes on long prehensile stalks connected to his large head, which can all be moved around independently from each other. On his back are very fragile light greenish-yellow dragon-like wings with veins running through them, and his limbs are a brown-greenish color. He wears a sleeveless jumpsuit with black lining which covered with black lining which covered most of his body including his head which in not a mask but part of his biology, and tail, his hands had a black coloration similar to fingerless gloves. He wears the Omnitrix symbol on his chest and a black Fairy Tail guild mark on his left arm.

''Stinkfly!'' he shouted in a gravelly voice.

Natsu, Happy, and Lucy covered their noses.

''Ben, this guy's stinks!'' cried Happy.

''I know, that's why I called him, Stinkfly.'' he explained. He turned back to Lucy and spread his wings out. ''Okay, Lucy, we're gonna fly gotta here. I need you to hop on my back. Is that okay?''

Lucy only cried in response.

''Ah, look what you did. You made the poor girl cry again.'' moaned Happy.

''I think she would've cried regardless.'' retorted Stinkfly.

Despite her distressed state, Lucy managed to get up and lean against Stinkfly's back. She wrapped her arms lightly around the Lepidopterran, burying her teary face onto it.

Stinkly gently took off into the sky while Happy grabbed onto the back of Natsu's shirt and flew right behind him. The Omnitrix wielder, Dragon Slayer, and flying cat flew back across the sky back to Magnolia, leaving the Phantom Lord headquarters in their wake.

---

In the gloomy cell, Master Jose ad fallen to his knees holding his crotch in agony. He began to hiss in anger until suddenly his form was shrouded b menacing purplish-black magic energy.

''SHE MADE ME ANGRY! HER FATE IS SEALED!'' bellowed Jose, furiously, his dark magic erupting around him.

---

A/N: Well, that is for Chapter 14 readers. I hope you guys like and enjoyed it.

The Phantom Lord arc has just begun.

The war between Fairy Tail and Phantom Lord had started. Ben has learned about Fairy Tail's rival guild; Phantom Lord. Their Guild Master Jose, S-Class wizards, the Element 4 and Gajeel.

The aliens Ben use for this chapter are Clockwork, Rath, Heatblast, Nightmare, Gravattack, Big Chill and Stinkfly.

In the next chapter what will happened next? What's Phantom Lord is going do next?

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